Jacobs Engineering Group Inc. and CH2M HILL Companies, Ltd. announced that, based on a preliminary vote tally from the special meeting of CH2M stockholders held on December 13, 2017, CH2M stockholders approved the proposal pursuant to which Jacobs will acquire CH2M pursuant to a reverse subsidiary merger. The preliminary results show that approximately 95.57% of the outstanding shares of CH2M common stock and CH2M preferred stock (on an as-converted basis) voted in favor of the merger.
Jacobs and CH2M also announced the preliminary results of the elections made by the stockholders of CH2M as to the form of merger consideration they wish to receive in connection with the merger.
Each CH2M stockholder was entitled to elect one of the following forms of merger consideration for each share of CH2M common stock and CH2M preferred stock (on an as-converted basis) held by such stockholder as of December 15, 2017, subject to the proration and adjustment procedures described below, (i) a combination of $52.85 in cash and 0.6677 shares of Jacobs common stock (the “Mixed Election Consideration”); (ii) $88.08 in cash (the “Cash Election Consideration”); or (iii) 1.6693 shares of Jacobs common stock (the “Stock Election Consideration”).
Based on preliminary information following the election deadline of, 5:00 p.m., Eastern Time, on December 12, 2017, the preliminary merger consideration election results were as follows:
- Holders of approximately 2,884,648 CH2M shares, or approximately 9.3% of the outstanding CH2M shares, made valid elections to receive the Mixed Election Consideration.
- Holders of approximately 6,686,168 CH2M shares, or approximately 21.5% of the outstanding CH2M shares, made valid elections to receive the Cash Election Consideration.
- Holders of approximately 20,790,913 CH2M shares, or approximately 66.8% of the outstanding CH2M shares, made valid elections to receive the Stock Election Consideration.
- Holders of approximately 746,914 CH2M shares, or approximately 2.4% of the outstanding CH2M shares, did not make an election or were deemed not to have made a valid election, and were treated as if they had elected to receive the Mixed Election Consideration.
As provided in the Merger Agreement, dated as of August 1, 2017, between Jacobs and CH2M, CH2M stockholders who elected to receive the Cash Election Consideration or the Stock Election Consideration are subject to proration to ensure that the aggregate number of shares of Jacob Common Stock to be issued by Jacobs in the merger and the aggregate amount of cash to be paid in the merger will be the same as if all applicable CH2M stockholders received the Mixed Election Consideration.
The foregoing results are preliminary only, and final certified results are not expected to be available until following closing of the merger. Based on the preliminary results described above, it is expected that CH2M stockholders who elected the Stock Election Consideration will be subject to proration.
