GISI and Hill International announce improvements to their
- The all-cash transaction of approximately US$207 million, or $3.40 per share, plus assumed debt, represents a significant premium to Hill’s 90-day weighted average share price
- The amendment provides for a price increase from $2.85 to $3.40 per share, a 19.3% increase over the previous price
LOS ANGELES and PHILADELPHIA, Aug. 27, 2022 (GLOBE NEWSWIRE) — Global Infrastructure Solutions Inc. (GISI) and Hill International, Inc. (NYSE: HIL) today announced that their boards of directors have approved enhancements to their definitive agreement on August 16, 2022, in which they agreed to merge the diversified construction management companies, paving the way for increased competitiveness and accelerated organic growth in global fee-based infrastructure consulting markets. Following receipt of an unsolicited third-party proposal, Hill and GISI negotiated an amended and restated merger agreement under which the price per share is $3.40, the transaction remains all cash and there is no there is no possibility of funding. Additionally, the structure of the transaction was changed to a merger requiring Hill shareholder approval (rather than a take-over bid to Hill shareholders). The transaction is expected to close in the fourth quarter of 2022, subject to shareholder approval and regulatory review. The parties have also agreed to work together, if requested by Hill, to provide interim capital to Hill to allow Hill to take advantage of outstanding organic growth opportunities prior to closing.
GISI provides the resources its partner companies may need to gain the competitive advantage necessary for success. Today, GISI is the largest private construction manager in the commercial building, industrial and healthcare markets, and a leading project/construction manager in the environmental and public infrastructure sectors. . Through the dedicated efforts of our more than 8,500 employees, we generate annual sales of approximately US$11 billion and enjoy an order backlog of over US$22 billion. Our employee shareholders are invested in contributing to and benefiting from our continued growth and strong results as we bring our unique value proposition to our customers and communities in more than 90 countries. Learn more at www.GISI.com.
About Hill International
Hill International, with over 3,200 professionals in more than 100 offices worldwide, provides program management, project management, construction management, project management oversight, construction claims, dispute resolution, consulting, facilities management and other advisory services to clients in a variety of market sectors. News-Record Engineering The magazine recently ranked Hill among the top construction management companies in the United States. For more information about Hill, please visit our website at www.hillintl.com.
Additional information about the merger and where to find it
In connection with the proposed merger, Hill expects to file a proxy statement (the “Proxy Circular”) and other relevant documents with the Securities and Exchange Commission (the “SEC”). This communication is not intended to be, and is not, a substitute for the proxy statement or any other documents that Hill may file with the SEC in connection with the proposed transaction. HILL URGES INVESTORS TO READ THE PROXY STATEMENT AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND COMPLETELY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed with the SEC at the website operated by the SEC at www.sec .gov. Investors may also obtain, free of charge, documents filed with or provided to the SEC by Hill in the “Investors/SEC Filings” section of Hill’s website at www.hillintl.com.
Participants in the Merger Proxy Solicitation
The Company and its directors and officers may be deemed to participate in the solicitation of proxies with respect to the contemplated transactions. Information regarding the directors and senior officers of Hill, including a description of their direct and indirect interests in the contemplated transactions by holding securities or otherwise, will be contained in the proxy statement. Hill’s shareholders may obtain additional information regarding the direct and indirect interests of participants in the solicitation of proxies in connection with the contemplated transactions, including the direct and indirect interests of directors and officers of Hill’s in the contemplated transactions, which may be different from those of the Company’s shareholders generally, by reading the proxy statement and any other relevant documents (including any registration statement, prospectus, proxy statement and other relevant documents required to be filed with the SEC) that are filed or will be filed with the SEC regarding the proposed transactions. You can obtain free copies of these documents using the sources listed above.
Certain statements contained herein may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is our intention that such statements be protected by the safe harbor thus created. When used herein, the words “will”, “could”, “could”, “position”, “plan”, “potential”, “designed”, “continue”, “anticipate”, “believe”, ” expect”, “estimate”, “project” and “intend” and words or phrases of similar significance, with respect to the transactions described herein or Hill or GISI or their respective affiliates or the management of Hill’s or GISI, are intended to identify forward-looking statements. These statements reflect known and unknown risks, uncertainties and assumptions relating to certain factors, including, without limitation, changes in facts and circumstances and other risks, uncertainties and assumptions regarding the merger, including whether the merger will complete, the timing of the merger’s closing, the strategic and other potential benefits of the merger, the ability of the parties to satisfy the various conditions to consummate the merger, including the outcome of regulatory reviews of the proposed merger, the parties’ ability to complete the merger, the parties’ ability to satisfy other closing conditions, the potential effects of the proposed merger, the outcome of any legal proceedings (if any) that may be brought against Hill, GISI (or any of its affiliates) and/or others connected with the proposed merger, any unforeseen costs or unforeseen liabilities that may arise from the proposed merger, qu whether or not they are consummated, the possibility that competing g offers will be made, the occurrence of any event, change or other circumstance which could give rise to the termination of the merger agreement, including in circumstances which would compel Hill to pay termination fees or other expenses, the effects of the disruption of the announcement or the pending merger making it more difficult to maintain relationships with employees, customers, suppliers and other business partners , and the risks of diverting management’s attention from Hill’s ongoing business operations, and other general risks facing Hill’s business and operations, including with respect to regulatory submissions, competitive factors, general economic conditions, customer relations, supplier relations, government regulation and supervision. seasonality, distribution networks, product introductions and acceptance, changes in technology, changes in industry practices, one-time events and other factors described herein, including the impact of coronavirus COVID-19 pandemic on our operations and financial results, and such risk factors and other cautionary statements in Hill’s annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings with of the United States Securities and Exchange Commission (the “SEC”). Hill may update the risk factors from time to time in its filings with the SEC, available on the SEC’s website at www.sec.gov. As conditions change, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those described herein as anticipated, believed, estimated, expected or planned. Therefore, no forward-looking statement can be guaranteed. Actual results may vary significantly. You are cautioned not to place undue reliance on forward-looking statements. You should also understand that it is not possible to predict or identify all of these factors and as such should not consider the foregoing list or risk factors to be a complete list of all risks and uncertainties. potentials. All such forward-looking statements speak only as of the date they are made. Neither Hill nor GISI nor any of their affiliates undertakes to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, subsequent events, circumstances or otherwise. , except as may be required by any applicable statement. securities laws.
|Gisi||Hill International, Inc.|
|Media||Elizabeth J. Zipf, PA LEED BP+C|
|Gary Sharp||Senior Vice President|
|Sharpe Capital Communications||(215) 309-7707|
|(301) 367-2935||[email protected]|
|The Equity Group, Inc.|
|Senior Vice President|