Sinclair Knight Merz (SKM) and Jacobs recently announced that they have signed an agreement to merge their two businesses, to be effected by Jacobs acquiring SKM.
The SKM Board of Directors believes that the Merger Proposal is in the best interests of SKM Shareholders, and unanimously recommends that SKM Shareholders vote in favour of the proposal, subject to an independent expert concluding that the Merger Proposal is in the best interests of SKM Shareholders and in the absence of a superior proposal.
SKM’s CEO and Managing Director, Santo Rizzuto, welcomed today’s announcement.
“This is an exciting opportunity. It uniquely positions us amongst our global peers and opens the way for us to achieve even greater things in the future. It adds scale, diversification and growth opportunities to our business.
“We believe that this will significantly strengthen our market position and that this is an outstanding proposition for our clients and our people.”
Jacobs’ President, and CEO, Craig Martin, said that the combination is a unique fit that strongly delivers on the Company’s strategic ambitions.
“SKM’s culture, values, and operating philosophy are very compatible with ours, making our companies an excellent fit for one another.
“Our capabilities and geographies have little overlap, enabling us together to continue to expand our client relationships and provide significant opportunities for our employees. We are enthusiastic about the potential.”
The Merger Proposal is subject to the satisfaction of certain conditions, including Court and SKM Shareholder approval. The Merger Proposal with Jacobs is the culmination of a thorough process, including detailed interactions between the two companies to ensure a strong fit and alignment between the two organisations. It follows a detailed review by SKM of the strategic options available to SKM in order to best position the group to achieve its long-term vision and objectives.
The Merger Proposal will be implemented by way of two separate but inter-conditional Schemes of Arrangement between SKM and its shareholders, which (subject to Court approval) will be voted upon by SKM shareholders at meetings expected to be held in November – December 2013.
Independent Expert, Lonergan Edwards & Associates Limited, has been appointed by the Board of SKM to determine if the Merger Proposal is in the best interests of SKM shareholders.
A further announcement is expected following the planned SKM shareholder votes.