Washington Group International Announces Settlement of Stockholder Lawsuit
19 Octobre 2007 - 1:51PM
PR Newswire (US)
BOISE, Idaho, Oct. 19 /PRNewswire-FirstCall/ -- Washington Group
International, Inc. (NYSE:WNG) today announced that it has reached
an agreement in principle to settle the lawsuit filed on behalf of
a putative class of Washington Group stockholders in the Delaware
Chancery Court earlier this month. Under the terms of the pending
settlement, the company has agreed to provide supplemental
disclosures to stockholders, which are included in a Form 8-K filed
today with the Securities and Exchange Commission. Washington Group
continues to urge all Washington Group stockholders to vote in
favor of the proposed merger transaction with URS Corporation
(NYSE:URS). Washington Group stockholders should vote promptly so
their votes can be counted at the company's October 30, 2007,
Special Meeting of Stockholders. Under the terms of the merger
agreement, as announced on May 28, 2007, Washington Group
stockholders will receive $43.80 in cash and 0.772 shares of URS
common stock for each Washington Group share. Stockholders of
record as of the close of business on September 21, 2007, will be
entitled to vote on the proposed merger. Since approval of the
merger agreement requires the affirmative vote of a majority of all
outstanding shares, the vote of every Washington Group stockholder
is extremely important, regardless of the number of shares owned.
Washington Group recommends that all of its stockholders vote "FOR"
the proposed merger with URS, consistent with the recommendations
of Washington Group's Board of Directors. 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 . About the
Settlement The settlement will be presented to the Delaware
Chancery Court for approval at some time in the future. Prior to
the time that the Court considers the settlement, additional
information regarding the settlement will be provided to
stockholders. About the Company 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/. Forward-Looking Statements This news release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended, 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.
Results may also be impacted by costs relating to the proposed
merger transaction with URS Corporation and the timing of such
merger transaction if it is approved by both companies'
stockholders. 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: Investors:
Executive Vice President & Chief Financial Officer George H.
Juetten, 208-386-5698 Or MacKenzie Partners, Inc. Dan Burch or
Larry Dennedy, 212-929-5239 Media: Washington Group International
Vice President of Corporate Communications Laurie Spiegelberg,
208-386-5255 Or Kekst & Co Adam Weiner, 212-521-4800
DATASOURCE: Washington Group International, Inc. CONTACT:
investors, George H. Juetten, Executive Vice President & Chief
Financial Officer of Washington Group International, Inc.,
+1-208-386-5698; or Dan Burch or Larry Dennedy, both of MacKenzie
Partners, Inc., +1-212-929-5239, for Washington Group
International, Inc.; or media, Laurie Spiegelberg, Vice President
of Corporate Communications of Washington Group International,
Inc., +1-208-386-5255; or Adam Weiner of Kekst & Co,
+1-212-521-4800, for Washington Group International, Inc. Web site:
http://www.wgint.com/ http://www.urs-wng.com/
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