Exhibit 99.1
FOR IMMEDIATE RELEASE
URS AND WASHINGTON GROUP INTERNATIONAL AMEND MERGER
AGREEMENT TO INCREASE MERGER CONSIDERATION
URS Increases Stock Component and Gives WNG Stockholders Right to Elect Cash,
Stock or Cash and Stock; Says Offer is “Best and Final”
Stockholder Meetings Rescheduled For November 15
SAN FRANCISCO, CA and BOISE, ID — November 5, 2007 — URS Corporation (NYSE: URS) and
Washington Group International, Inc. (NYSE: WNG) today announced that their previously announced
definitive merger agreement for the acquisition of Washington Group by URS has been amended to
increase the consideration to be received by Washington Group stockholders and to provide them with
the ability to elect to receive cash, stock or cash and stock for their shares (subject to
proration). Based on the closing price of URS’ common stock on
November 2, 2007, the
consideration is now valued at approximately $3.2 billion, or $97.89 per Washington Group share,
which represents a premium of approximately 8.5% over the initial merger consideration value of
$90.20 as of such date. Based on the volume weighted average price of URS’ common stock during the
five trading days ending on
November 2, 2007, the consideration is now valued at approximately $3.2
billion, or approximately $99.00 per Washington Group share, compared with a value of approximately
$3.0 billion, or $91.14 per Washington Group share (using the five trading day weighted average),
under the terms of the original merger agreement.
Under the terms of the revised merger agreement, which has been unanimously approved by the
boards of directors of both companies, Washington Group stockholders can elect to receive all cash,
all stock, or a combination of cash and stock (subject to proration) with a consideration value of
0.900 shares of URS common stock plus $43.80 in cash for each Washington Group share. The
proration will be determined based on the volume-weighted average price of URS’ common stock during
the five trading days ending on the day before the required Washington Group stockholder approval
is received. This five trading day period is
currently scheduled to end on
November 14, 2007. The election procedures are subject to
proration to preserve an aggregate per share mix of 0.900 shares of URS common stock plus $43.80 in
cash for all outstanding Washington Group shares and options (after giving effect to the options’
exercise prices). Based on the outstanding shares and options of Washington Group as of
September
30, 2007, in the aggregate, Washington Group shares and options will be converted into
approximately $1.4 billion in cash and approximately 29 million shares of URS common stock. All
terms of the original merger agreement not related to the revised merger consideration remain
substantially unchanged.
Upon completion of the transaction, Washington Group stockholders would own approximately 35%
of the combined company, compared with approximately 32% under the terms of the original merger
agreement. Stockholders of record of URS common stock and Washington Group common stock at the
close of business on
September 21, 2007 will be entitled to vote at the special meetings.
Washington Group also announced that Dennis Washington, Chairman of the Washington Group board
of directors, has executed a binding agreement to exercise all of his beneficially owned stock
options for 3.224 million shares of Washington Group stock (or approximately 10% of outstanding
Washington Group stock) and vote his shares in favor of the revised merger agreement if necessary
to achieve the required Washington Group stockholder approval. If it is necessary for Mr.
Washington to exercise his options and vote his shares, a new record date and meeting date for the
Washington Group special meeting will be set. Mr. Washington has indicated that he intends to
make the necessary Hart-Scott-Rodino Act filing today in order to be able to exercise his options,
and has also indicated that if the merger is completed he would elect to receive cash for all of
his Washington Group shares (subject to proration).
Martin M. Koffel, Chairman and Chief Executive Officer of URS, said: “The enhancement to the
terms of our agreement reflects URS’ commitment to the combination with Washington Group and our
conviction that the transaction will create significant benefits for the stockholders, customers
and employees of both companies. We believe that the recent strong performance of both companies
and continued positive outlook for our businesses warrant the increase in our offer. However, URS
is a disciplined buyer and these terms represent our best and final offer for Washington Group.”
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“We are very pleased to present this increased consideration to our stockholders for their
vote at our special meeting next week,” said Washington Group President and Chief Executive Officer
Stephen G. Hanks. “The increased financial terms of our agreement with URS provide even greater
value to Washington Group stockholders, as well as a higher level of continued ownership in the
combined entity and greater flexibility to choose between cash and stock in exchange for their
shares. The combination of Washington Group and URS represents a unique opportunity to create a
single-source provider that can offer a full life cycle of planning, engineering, construction,
environmental management, and operations and maintenance services. Our board of directors
unanimously recommends that Washington Group stockholders vote in favor of the merger agreement.”
URS expects the transaction to be slightly dilutive to GAAP earnings per share (“EPS”) in
2008, accretive to GAAP EPS in 2009 and beyond, and accretive to its cash EPS in 2008 and beyond,
not including revenue synergies expected through the combination.
Consummation of the transaction is subject to the approval of the revised definitive merger
agreement by Washington Group stockholders holding a majority of the outstanding shares and the
approval of the issuance by URS of shares of common stock in the transaction by URS stockholders
holding a majority of the shares voting. URS and Washington Group have rescheduled the companies’
special meetings of stockholders for
November 15, 2007 to provide investors with additional time to
evaluate the revised offer. Supplemental proxy materials will be distributed to URS and Washington
Group stockholders prior to the new meeting date.
The special meeting of URS stockholders will be held at 9:00 a.m., local time, at the offices
of Cooley Godward Kronish LLP, located at 1114 Avenue of the Americas, New York, New York. The
special meeting of Washington Group stockholders will be held at 7:00 a.m., local time, at
Washington Group’s offices located at 720 Park Boulevard, Boise, Idaho.
URS Outlook for Fiscal 2007
URS also announced that it has revised its outlook for fiscal 2007 based on revenue growth for
the nine months of 2007 and
the company’s continued positive outlook for its markets. URS now
expects that 2007 revenues will be approximately $4.85 billion compared to its prior estimate of
$4.8 billion. Assuming this revenue expectation is met, URS now expects that 2007 net income will
be approximately $134 million compared to its prior estimate of $132 million and now expects that
earnings per share will be between $2.50 and $2.55. Previously,
URS had expected that EPS would be between $2.45 and $2.50.
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URS noted that the guidance provided above does not include the impact of the proposed
acquisition of Washington Group. URS will provide additional details regarding its fiscal
2007guidance on its third quarter earnings call on Thursday, November 8 at 11:00 a.m., eastern
time). A live webcast will be available at
http://www.urscorp.com/investor.
About URS
URS Corporation offers a comprehensive range of professional planning and design, systems
engineering and technical assistance, program and construction management, and operations and
maintenance services for transportation, facilities, environmental, water/wastewater, industrial
infrastructure and process, homeland security, installations and logistics, and defense systems.
Headquartered in San Francisco,
the Company operates in more than 20 countries with approximately
30,400 employees providing engineering and technical services to federal, state and local
governmental agencies as well as private clients in the chemical, pharmaceutical, oil and gas,
power, manufacturing, mining and forest products industries (
www.urscorp.com).
About Washington Group
Washington Group International 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
www.wgint.com.
Forward-Looking Statements
Statements contained in this press release that are not historical facts may constitute
forward-looking statements, including statements relating to timing of and satisfaction of
conditions to the merger, whether any of the anticipated benefits of the merger will be realized,
including future revenues, future net income, future cash flows, future competitive positioning and
business synergies, future acquisition cost savings, future expectations that the merger will be
accretive to GAAP and cash earnings per share, future market demand, future benefits to
stockholders, future debt payments and future economic and industry conditions. Words such as
“expect,”
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