GISI and Hill International Announce Strategic Merger
LOS ANGELES–(BUSINESS WIRE)–Global Infrastructure Solutions Inc. (GISI) and Hill International, Inc. (NYSE: HIL) today announced that their boards of directors have approved a definitive agreement to merge the diversified construction management companies, opening the path to increased competitiveness and accelerated organic growth in global fee-based infrastructure consulting markets. The all-cash transaction does not include a financing contingency, has the unanimous support of Hill’s Board of Directors and is expected to close in the fourth quarter of 2022, pending regulatory review.
“Hill International is the largest independent project management and for-fee construction management firm serving the global infrastructure markets,” said Rick Newman, CEO and Director of GISI. “Growing this segment of GISI’s advisory platform has been a strategic priority since our inception in 2016. Adding Hill International to the GISI family of companies allows us to extend our value proposition to more clients, of employees, our shareholders and the communities we serve.
UBS Investment Bank was GISI’s sole financial advisor on the Hill transaction, Cooley LLP was legal counsel. Hill was assisted on the transaction by financial advisor Houlihan Lokey and legal advisor Duane Morris LLC.
Hill International CEO Raouf Ghali said of the decision to join GISI: “Since our inception in 1976, Hill has grown into an industry-leading program, project and construction management company. By joining the GISI family of companies, Hill will be well positioned to continue to take advantage of industry opportunities while improving the quality of our customer services through GISI’s focus on long-term success.
“As with our previous mergers, GISI will strive to preserve the Hill brand and heritage because of the value that Raouf Ghali and his team have created over the years,” Newman said. “Although shares of Hill International will no longer be publicly traded upon the closing of this transaction, Hill management and employees will be offered the opportunity to participate in GISI’s distinctive employee share ownership program where permitted by law. We believe that the employee share ownership program is a key element of GISI’s success; our employees act like owners because they are owners. GISI is a company of shared responsibility and reward. »
GISI provides the resources that 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 markets. 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 transaction information and where to find it
The tender offer described in this press release (the “Offer”) has not yet commenced, and this press release is neither a recommendation, nor an offer to purchase, nor a solicitation of an offer to sell common stock of Hill International, Inc. (“Hill”) or any other security. On the commencement date of the offering, a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related documents, will be filed with the Securities and Exchange. United States Commission (“SEC”) by Global Infrastructure Solutions Inc. (“GISI”) and Liberty Acquisition Sub, Inc. (“Merger Sub”), and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by Hill. The offer to purchase Hill common stock will only be made pursuant to the offer to purchase, letter of transmittal and related documents filed on Schedule TO. INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ BOTH THE PUBLIC OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER, AS THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITYHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE TENDER OFFER OF THEIR COMMON SHARES, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website operated by the SEC at www.sec.gov or directing such inquiries to the Information Agent for the Offer, who will be named in the Tender Offer Statement. 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.
This press release contains forward-looking statements. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “plans”, “will” and similar expressions. These forward-looking statements include, but are not limited to, statements relating to the expected completion of the Hill Merger and the timing and benefits thereof, strategy, plans, objectives, expectations (financial or otherwise) and GISI’s intentions, future financial results and growth potential, anticipated product portfolio, development programs, patent terms and other statements that are not historical facts. These forward-looking statements are based on GISI’s and Hill’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to such risks and uncertainties, which include, but are not limited to, risks relating to GISI’s ability to complete the transaction on the terms and proposed schedule; whether the conditions of the tender offer will be satisfied; whether enough Hill shareholders tender their shares in the transaction; the outcome of legal proceedings that may be brought against Hill and/or others in connection with the transaction; failure (or delay) to receive required regulatory approvals relating to the transaction; the possibility of competing offers being made; risks associated with mergers and acquisitions, such as the risk that the businesses will not be successfully integrated, that such integration will be more difficult, longer or more costly than expected or that the expected benefits of the transaction will not be realized ; risks relating to future opportunities and plans for Hill and its products, including uncertainty about the expected financial performance of Hill and its products; disruption of the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, and the possibility that if GISI does not realize the perceived benefits of the proposed transaction as quickly or to the extent contemplated by the financial analysts or investors, as well as other risks relating to the activities of GISI and Hill detailed from time to time under the heading “Risk Factors” and elsewhere in Hill’s filings and reports to the SEC, including Hill’s annual reports on Form 10-K for the fiscal year ended December 31, 2021 and subsequent quarterly and current reports filed with the SEC. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty. The extent of the impact of the COVID-19 pandemic on the business, operations and financial results of GISI and Hill’s, including the duration and magnitude of these effects, will depend on many unpredictable factors, including , but not limited to, the duration and spread of the outbreak, its severity, actions to contain the virus or address its impact, and how quickly and to what extent normal economic and operational conditions can resume. GISI and Hill assume no duty or obligation to update any forward-looking statements contained in this communication as a result of new information, future events or changes in their expectations, except as required by law.