Business
Response to CH2M HILL Announc
Response to CH2M HILL Announc.
About this update from Shearwater Group Plc
[{"type":"text","content":"\n RNS Number : 3982O Scott Wilson Group plc 29 June 2010 \n \n\nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.\n \n29 June 2010\nScott Wilson Group plc\n \nResponse to announcement of cash offer for Scott Wilson by CH2M HILL at 245 pence per share\nOn 28 June 2010, Universe Bidco Limited, a wholly-owned subsidiary of URS Corporation (\"URS\"), announced a recommended cash offer (the \"URS Offer\") of 210 pence per share for the entire issued and to be issued share capital of Scott Wilson Group plc (\"Scott Wilson\") (the \"URS Offer Announcement\"). Words and phrases defined in the URS Offer Announcement shall have the same meaning in this announcement, unless the context requires otherwise.\nOn 28 June 2010, following the URS Offer Announcement, CH2M HILL Star Holdings Limited, a wholly-owned subsidiary of CH2M HILL Companies, Ltd (\"CH2M HILL\"), announced a cash offer (the \"CH2M HILL Offer\") of 245 pence per share for the entire issued and to be issued share capital of Scott Wilson (the \"CH2M HILL Offer Announcement\"). The CH2M HILL Offer Announcement states that CH2M HILL holds 9,656,277 Scott Wilson Shares, representing approximately 13.1 per cent. of the existing issued ordinary share capital of Scott Wilson. CH2M HILL has also received irrevocable undertakings from certain Scott Wilson Shareholders to accept the CH2M HILL Offer in respect of 3,694,519 Scott Wilson Shares, representing, in aggregate, approximately 5.0 per cent. of the existing issued ordinary share capital of Scott Wilson.\nIn connection with the URS Offer, the Board of Scott Wilson entered into the Inducement Fee Letter with URS which provides URS with a right to match any Independent Competing Offer in certain circumstances. Under the terms of these matching rights, if the directors of Scott Wilson determine that any Independent Competing Offer constitutes a Superior Proposal, it shall confirm to URS in writing (a \"Superior Proposal Notice\") that such Independent Competing Offer constitutes a Superior Proposal and provide the material details of such Independent Competing Offer that led the directors of Scott Wilson to determine that it constitutes a Superi...