Washington Group International Postpones Special Meeting of Stockholders to November 9, 2007
30 10월 2007 - 12:48PM
PR Newswire (US)
BOISE, Idaho, Oct. 29 /PRNewswire-FirstCall/ -- Washington Group
International (NYSE:WNG) today announced that it has postponed its
previously scheduled Special Meeting of Stockholders until November
9, 2007. At that meeting, stockholders are scheduled to vote on the
proposed merger transaction providing for the acquisition of
Washington Group by URS Corporation (NYSE:URS). The meeting has
been postponed to allow for the solicitation of additional votes in
favor of the transaction in light of the fact that the transaction
has, to date, received insufficient votes for approval. Approval of
the transaction requires the affirmative vote of the holders of a
majority of all issued and outstanding shares of Washington Group
common stock. The postponed meeting is scheduled to be held at
Washington Group's offices located at 720 Park Boulevard, Boise,
Idaho, at 11 a.m. local time. Stockholders of record as of the
close of business on September 21, 2007, will be entitled to vote
on the proposed merger. The Board of Directors unanimously
recommends that all Washington Group stockholders vote "FOR" the
proposed acquisition at the postponed meeting, as it believes that
a merger transaction with URS would create a stronger and more
competitive company that is capable of creating more stockholder
value than Washington Group could on its own. If the transaction is
completed, Washington Group stockholders would have the opportunity
to share in the future growth of the combined company through their
continuing equity interest in the combined company. Washington
Group notes that three prominent independent proxy advisory firms
-- Glass Lewis, Proxy Governance, and Egan-Jones* -- have
recommended that Washington Group stockholders vote in favor of the
transaction, although one prominent firm -- Institutional
Shareholder Services* -- has recommended a vote against. Not voting
has the same effect as voting against the proposed merger.
Stockholders who have not already voted or wish to change their
votes may do so by using the telephone or Internet voting
procedures provided on their proxy cards to help ensure that votes
are received in time to be counted. Stockholders who have questions
about the merger or need assistance in submitting their proxies or
voting their shares should contact Washington Group's proxy
solicitor, MacKenzie Partners, Inc., by calling 800-322-2885
(toll-free) or 212-929-5500 (collect) or via e-mail to . Additional
information regarding the proposed merger transaction can be found
in the joint proxy statement/prospectus dated September 28, 2007.
Washington Group International (NYSE:WNG) provides the talent,
innovation, and proven performance to deliver integrated
engineering, construction, and management solutions for businesses
and governments worldwide. Headquartered in Boise, Idaho, with
approximately $4 billion in annual revenue, the company has
approximately 25,000 people at work around the world providing
solutions in power, environmental management, defense, oil and gas
processing, mining, industrial facilities, transportation, and
water resources. For more information, visit http://www.wgint.com/.
* Permission to cite the recommendations of Glass Lewis, Proxy
Governance, Egan-Jones, and Institutional Shareholder Services was
neither sought nor obtained. Forward-Looking Statements This news
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, which are
identified by the use of forward-looking terminology such as may,
will, could, should, expect, anticipate, intend, plan, estimate, or
continue or the negative thereof or other variations thereof. Each
forward-looking statement, including, without limitation, any
financial guidance, speaks only as of the date on which it is made,
and Washington Group undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which it is made or to reflect the occurrence of
anticipated or unanticipated events or circumstances. The
forward-looking statements are necessarily based on assumptions and
estimates of management and are inherently subject to various risks
and uncertainties. Actual results may vary materially as a result
of changes or developments in social, economic, business, market,
legal, and regulatory circumstances or conditions, both
domestically and globally, as well as due to actions by customers,
clients, suppliers, business partners, or government bodies.
Performance is subject to numerous factors, including demand for
new power generation and for modification of existing power
facilities, public sector funding, demand for extractive resources,
capital spending plans of customers, and spending levels and
priorities of the U.S., state and other governments. Results may
also vary as a result of difficulties or delays experienced in the
execution of contracts or implementation of strategic initiatives,
including the satisfaction of terms and conditions for the proposed
merger transaction with URS Corporation and in the closing and
success of such proposed merger transaction. For additional risks
and uncertainties impacting the forward-looking statements
contained in this news release, please see "Note Regarding
Forward-Looking Information" and "Item 1A. Risk Factors" in
Washington Group's annual report on Form 10-K for fiscal year 2006.
Additional Information and Where to Find It In connection with the
proposed transaction, URS and Washington Group International filed
a definitive joint proxy statement/prospectus and other materials
with the Securities and Exchange Commission (the "SEC"), and URS
filed a registration statement on Form S-4. Investors and security
holders are urged to read the definitive joint proxy
statement/prospectus, the registration statement on Form S-4,
documents incorporated by reference in the definitive joint proxy
statement/prospectus, and the other materials filed with the SEC as
they contain important information about the proposed transaction.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC at the SEC's Web
site at http://www.sec.gov/. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC
by URS by contacting URS Investor Relations at 877-877-8970.
Investors and security holders may obtain free copies of the
documents filed with the SEC by Washington Group by contacting
Washington Group Investor Relations at 866-964-4636. In addition,
you may also find information about the merger transaction at
http://www.urs-wng.com/. URS, Washington Group and their directors
and executive officers may be deemed participants in the
solicitation of proxies from the stockholders of URS and Washington
Group in connection with the proposed transaction. Information
regarding the special interests of these directors and executive
officers in the proposed transaction is included in definitive
joint proxy statement/prospectus described above. Additional
information regarding the directors and executive officers of URS
is also included in URS' proxy statement for its 2007 Annual
Meeting of Stockholders, which was filed with the SEC on April 18,
2007. Additional information regarding the directors and executive
officers of Washington Group is also included in Washington Group's
proxy statement for its 2007 Annual Meeting of Stockholders, which
was filed with the SEC on April 17, 2007, as amended. These
documents are available free of charge at the SEC's Web site at
http://www.sec.gov/ and from Investor Relations at URS and
Washington Group as described above. CONTACTS: Media: Laurie
Spiegelberg, Vice President of Corporate Communications, Washington
Group International, 208-386-5255 Investors: George Juetten,
Executive Vice President and Chief Financial Officer, Washington
Group International, 208-386-5698 Or Dan Burch or Larry Dennedy,
MacKenzie Partners, Inc., 212-929-5239 DATASOURCE: Washington Group
International CONTACT: Media, Laurie Spiegelberg, Vice President of
Corporate Communications, +1-208-386-5255, or Investors, George
Juetten, Executive Vice President and Chief Financial Officer,
+1-208-386-5698, both of Washington Group International; or Dan
Burch or Larry Dennedy, both of MacKenzie Partners, Inc.,
+1-212-929-5239, for Washington Group International Web site:
http://www.wgint.com/
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