Atkins (Ws) Acquisition -3-

expenses including legal costs in connection with a FCPA investigation and other costs incurred pursuant to severance agreements. These non-recurring costs have been estimated at US$10 million in aggregate based on information provided by PBSJ's management. Revenue for the six months ended 31 March 2010 decreased by US$23 million to US$352 million compared to US$375 million in the corresponding period ended 31 March 2009. Approximately half of the decrease in revenue resulted from PBSJ's Federal disaster response contracts in the Gulf Coast region, which were approaching their completion in 2010. The remaining decrease in revenue resulted primarily from the completion of projects that were in progress in the comparable period of the prior year and delays in new projects as funding from state and local governments continued to decline. As of 31 March 2010, PBSJ's order book was approximately US$607 million compared to US$728 million at 30 September 2009. PBSJ had net debt of US$12 million as at 31 March 2010. Cashflow from operations was an outflow of US$3 million for the six months ended 31 March 2010 compared to an inflow of US$6 million for the six months ended 31 March 2009. With actions taken by management in the first half of the year to lower the cost base, reducing headcount by c.200 and right-sizing the business, PBSJ entered the second half of the year to 30 September 2010 with confidence. The Board of Atkins believes that there are good prospects for PBSJ as part of the enlarged group and that the combination of Atkins and PBSJ should provide the platform for growth outlined above. 5. Strategy of the enlarged group PBSJ joins Atkins as a strong, regional business in the US with a highly capable and respected management team. Atkins aims to leverage the enlarged group's experience and capability to augment quality and depth of propositions in PBSJ's core markets. In addition, Atkins will leverage its wider range of capabilities and experience to broaden PBSJ's market offering to develop market adjacencies and to provide competitive advantage. This is intended to be a two way process and PBSJ's skills and track record will be used to the benefit of the existing Atkins businesses, particularly in environment and transportation. The Group's directors believe that the sharing of best practice between the two companies has the potential to drive greater efficiency and employee utilisation. Atkins will also bring its broader track record of reference projects to strengthen PBSJ's position for bidding major commissions. Atkins currently has some 500 staff operating in around 20 office locations across the US in activities that are complementary to those in PBSJ. A review will be undertaken of office locations and existing overhead structures to determine potential cost savings across the enlarged group. However, in creating a unified platform in the US, such synergies are expected to be modest and are not central to the investment case. 6. Employees and management Atkins attaches great importance to the skills and experience of the existing management and employees of PBSJ. A major benefit of the Acquisition for Atkins is expected to be the combined group's enhanced talent pool of programme managers, project managers, engineers, planners, architects, scientists, economists, functional specialists and technicians. In total, the combined professional services organisation will have a workforce of approximately 19,000 people - with experience of a wide range of projects, working environments and management and development programmes. 7. Financing the Acquisition The total consideration for the Acquisition amounts to US$280 million (c.GBP178 million) in cash which will be satisfied from available cash resources and new credit facilities. Atkins has agreed a new four year debt facility of GBP150 million with four major banks in the UK. This enlarged facility replaces the pre-existing GBP100 million facility which was due to expire in June 2011 and provides significant funding for the enlarged group post Acquisition. 8. Break fee If PBSJ terminates or breaches the merger agreement, receives a superior proposal before termination and enters into an agreement or completes a transaction with a third party within 12 months after termination, PBSJ must pay Atkins a termination fee of c.US$8.5 million. If PBSJ's board changes its recommendation to its shareholders, PBSJ must immediately pay to Atkins the US$8.5 million termination fee. 9. Principal terms and conditions of the Acquisition Both parties' obligations to complete the Acquisition are subject to: · approval by PBSJ shareholders (majority of shares outstanding); · Hart Scott Rodino approval (mandatory competition filing); and · there being no other government or court intervention. Atkins' obligations to complete are further subject to: · PBSJ's representations and warranties being true and correct at completion except as would not have a material adverse effect; · Exon-Florio clearance (voluntary national security filing); · no material adverse change in PBSJ's business, results of operations, financial condition or prospects; and · obtaining all other material consents required. PBSJ's obligations to complete are further subject to Atkins' representations and warranties being true and correct at completion except as would not have a material adverse effect on Atkins' ability to complete the Acquisition. 10. Timetable to completion PBSJ will, shortly after approval from the SEC, send a proxy statement to the PBSJ shareholders for the purposes of convening a special meeting of PBSJ's shareholders and soliciting votes to approve the Acquisition. This special meeting is expected to occur as soon as practicable. 11. Financial advice J.P. Morgan Cazenove is acting as Financial Adviser and Corporate Broker to Atkins in connection with the Acquisition. 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 Corporate 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 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 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 (MORE TO FOLLOW) Dow Jones Newswires August 02, 2010 02:00 ET (06:00 GMT)