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TIDMATK RNS Number : 3193Q Atkins (WS) PLC 02 August 2010 ? 2 August 2010 Proposed Acquisition of The PBSJ Corporation Summary of the Acquisition WS Atkins plc ("Atkins" or "the Group") announces that it has entered into a definitive merger agreement to acquire The PBSJ Corporation ("PBSJ") for a cash consideration of US$280 million (c.GBP178 million), unanimously recommended by the boards of Atkins and PBSJ (the "Acquisition"). The consideration for the Acquisition will be satisfied from Atkins' available cash resources and new credit facilities. PBSJ is employee owned and one of America's leading providers of engineering, planning, architecture, construction, environmental and programme management services, headquartered in Florida. As at 31 March 2010 it employed approximately 3,500 people and in the year to 30 September 2009 generated EBITDA of US$47 million on gross revenue of US$799 million. The combination of Atkins and PBSJ represents an important step in Atkins' multi-skill, multi-local strategy and further expands its geographic footprint. The Acquisition delivers the following benefits for Atkins' shareholders and clients: · balances Atkins' geographic presence; · deepens the Group's technical skills in established sectors; · provides a strong platform for growth; and · delivers attractive financial returns. Commenting on the Acquisition, Keith Clarke, chief executive of Atkins, said: "This is an important acquisition for Atkins and forms part of our plan to grow our business through a multi-skill, multi-local strategy. PBSJ operates a business model we understand and complements our business superbly, enhancing our skills in environmental, transportation, building design and programme management disciplines. PBSJ has an experienced management team and a strong, long-standing reputation for technical excellence and quality, which underpins its deep client relationships. These are all important criteria for a successful acquisition which will provide us with a strong platform for growth and enable us to drive significant value for our shareholders." Robert Paulsen, chairman, CEO and president of PBSJ, said: "We are excited to be joining Atkins which provides an excellent cultural fit for our business and a great opportunity to further develop our offering. We are both focused on engineering excellence and share a clear vision to become one of the world's best infrastructure consultancies. Atkins is a well regarded organisation and we look forward to continuing to drive high standards of work with our clients as part of an enlarged world class engineering consultancy". An analysts' meeting to discuss the Acquisition will be held at 10.00 am today at the offices of J.P. Morgan Cazenove, 10 Aldermanbury, London EC2V 7RF. This summary should be read in conjunction with the full text of this announcement. Enquiries: Atkins Keith Clarke, chief executive Heath Drewett, Group finance director Sara Lipscombe, Group communications director Tel: +44 (0)1372 726140 J.P. Morgan Cazenove (Financial Adviser and Broker) Robert Constant Richard Perelman Tel: +44 (0)20 7588 2828 Smithfield Consultants (Public Relations) Alex Simmons Tel: +44 (0)20 7360 4900 Tel: +44 (0)7970 174 353 Notes to editors 1. Atkins Atkins (www.atkinsglobal.com) plans, designs and enables the delivery of complex infrastructure and buildings for clients in the public and private sectors across the world. Atkins is the largest engineering consultancy in the UK and the world's eleventh largest international design firm (sources: New Civil Engineer Consultants File, 2010; Engineering News-Record, 2010). Atkins is the official engineering design services provider for the London 2012 Olympic and Paralympic Games. 2. PBSJ PBSJ is based in Florida and was founded in 1960 and is one of America's leading providers of engineering, planning, architecture, construction, environmental and programme management services. The company has grown by developing deep technical skills and has differentiated itself in a highly competitive marketplace by expanding its resources in emerging technologies and combining those capabilities with a solid understanding of its clients' businesses. The firm is ranked by Engineering News-Record as 28th among the top design firms in the United States. PBSJ has approximately 3,500 employees and more than 80 offices in the United States. 3. Analyst Presentation A presentation for analysts will be held today at 10.00 am, at the offices of J.P. Morgan Cazenove, 10 Aldermanbury, London EC2V 7RF. Those unable to attend in person can listen to the presentation via conference call or live webcast. Access to the webcast is via www.atkinsglobal.com/investors. Conference call details are available from Smithfield on +44 (0)20 7360 4900. 4. Cautionary Statement This announcement has been issued by, and is the sole responsibility of, Atkins. No representation or warranty express or implied, is or will be made as to or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan plc or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers and any liability therefore is expressly disclaimed. J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Atkins and for no one else in connection with the matters set out in this announcement and the Acquisition and will not be responsible to anyone other than Atkins for providing the protections afforded to clients of J.P. Morgan plc nor for providing advice in relation to the Acquisition or any matters set out in this announcement. This announcement contains (or may contain) certain forward-looking statements with respect to Atkins' current expectations and projections about future events. These statements, which sometimes use, but are not limited to, words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither Atkins nor J.P. Morgan Cazenove assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. Nothing in this document should be construed as a profit forecast or be interpreted to mean that the future earnings per share, profits, margins or cash flows of Atkins will necessarily be greater than the historic published figures. PBSJ will file with the US Securities and Exchange Commission ("SEC") and mail to its shareholders a proxy statement that will contain important information about PBSJ, the proposed merger and related matters. Before making any voting or investment decision with respect to the Acquisition, shareholders of PBSJ are urged to read the proxy statement regarding the proposed merger when it becomes available because it will contain important information about the Acquisition. The proxy statement and other relevant materials (when they become available), and any other documents filed by PBSJ with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov or from PBSJ by directing a request to PBSJ's Chief Financial Officer at 800.477.7275, djvrana@pbsj.com or through the PBSJ website www.PBSJ.com/proxy. PBSJ and its directors and executive officers may be deemed to be participants in the solicitation of proxies from PBSJ's shareholders in connection with the Acquisition. Information about PBSJ's directors and executive officers is set forth in the proxy statement on Schedule 14A filed with the SEC on January 25, 2010 and PBSJ's Annual Report on Form 10-K filed on January 13, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement that PBSJ intends to file with the SEC. Proposed Acquisition of The PBSJ Corporation 1. Details of the Acquisition WS Atkins plc ("Atkins" or "the Group") announces that it has entered into a definitive merger agreement to acquire The PBSJ Corporation ("PBSJ") for a cash consideration of US$280 million (c.GBP178 million), unanimously recommended by the boards of Atkins and PBSJ (the "Acquisition"). The consideration for the Acquisition will be satisfied using Atkins' available cash resources and new credit facilities. 2. Background to and reasons for the Acquisition The combination of Atkins and PBSJ represents an important step in Atkins' multi-skill, multi-local strategy and further expands its geographic footprint. The Acquisition delivers the following benefits for Atkins' shareholders and clients: Balances Atkins' geographic presence (MORE TO FOLLOW) Dow Jones Newswires August 02, 2010 02:00 ET (06:00 GMT)