AMSTERDAM, June 25 /PRNewswire-FirstCall/ -- ARCADIS (EURONEXT: ARCAD),
the international consultancy, design, engineering and management services
company, announced today that it has signed a merger agreement to acquire
100% of the shares of Malcolm Pirnie, a White Plains, New York based company
predominantly active in water and environmental consulting and engineering,
currently owned by about 80 internal shareholders. At closing, Malcolm Pirnie
will be a wholly-owned subsidiary of ARCADIS U.S. Malcolm Pirnie has more
than 1,700 employees, 2008 gross revenues of $392 million (EUR280 million),
net revenues of $294 million (EUR210 million) and profitability close to
ARCADIS overall target EBITA margin of 10%.
ARCADIS will finance this merger by issuing 5.74 million shares to
present Malcolm Pirnie shareholders and key employees, in addition to a cash
amount of $135 million, for which ARCADIS has secured a new debt facility
from Rabobank, ING and RBS. The shares have a lock up period of 6 months with
incentives to hold them for at least 18 months after closing. The enterprise
value paid represents a multiple of EBITA in the range of our recent larger
transactions. ARCADIS' net debt to EBITDA ratio at closing (as measured
according to the bank covenants) will be below 2. The transaction is expected
to be immediately accretive to earnings per share (based on net income from
operations which excludes amortization).
The merger is contingent on Malcolm Pirnie shareholder approval and
related closing requirements. It is anticipated that the merger will be
completed in July 2009. The major shareholders comprising ownership of 48% of
the outstanding shares have provided irrevocable support of the merger.
Malcolm Pirnie, having roots going back to 1895, provides infrastructure
consulting and engineering services in water and wastewater treatment,
environmental services, and through its Red Oak division management
consulting services. With over 60 offices, the company is represented in most
of the top 20 major metropolitan areas of the United States. The client base
of Malcolm Pirnie consists mostly of public sector clients including
municipalities and the U.S. Federal Government. Private sector clients
include companies from the energy, mining, and transportation market sectors.
Malcolm Pirnie is also active internationally in the Asia-Pacific region,
Middle East, Puerto Rico and Chile.
The combination of both companies is expected to generate significant
business and operational synergies. Malcolm Pirnie brings an established
world-class water brand, with specializations in water quality, treatment,
strategic planning and project delivery. Combined with ARCADIS' international
position in water management and coastal engineering, the merger creates a
major position in the global water market with annual revenues approaching
$500 million, representing about 17% of combined revenues. Additional
benefits include a significantly stronger position with the U.S. Federal
Government to pursue both water and environmental projects. Malcolm Pirnie's
strong industrial environmental practice brings additional services and a
complementary client base that now can be offered services through ARCADIS'
global platform. Finally, both companies have similar client-focused business
models which will greatly facilitate the integration efforts that are planned
for the next 18-24 months.
Commenting on the merger, ARCADIS CEO Harrie Noy said: "This is a major
step for ARCADIS which very well fits our strategic goals. Together with
Malcolm Pirnie we are in the top 10 of consulting engineers in the
international water market. Clean water availability and water quality are
increasingly important issues. In order to capitalize on the expected strong
growth in this market, water will become a separate business line within
ARCADIS. In addition the merger brings us into the top 10 in the U.S. design,
consultancy and engineering market, with a more balanced services portfolio.
Also, the largely public client base of Malcolm Pirnie serves to balance our
existing private sector client base in the U.S., thus contributing to
long-term stability. Together we are well positioned to benefit in the
short-term from the government stimulus package."
William P. Dee, President & CEO of Malcolm Pirnie added: "We believe that
this step allows Malcolm Pirnie to fulfill several strategic goals in one
step. First, it will provide us rapid access to international markets, where
we have a stated goal to position ourselves as a world leader in
water-related engineering and consulting services. Second, it strengthens our
position in the Federal market and industrial environmental market, where we
can now use ARCADIS' technology and GRiP(R) approach to serve our clients in
more ways. Third, this offers many career opportunities for our staff to work
on the most exciting challenges on a global basis, which is an important
issue for future success. Our Board has unanimously recommended the merger
with ARCADIS to Malcolm Pirnie shareholders."
Harrie Noy commenting on market circumstances said: "Recent developments
in ARCADIS are generally in line with the trends we have seen in the first
quarter. The infrastructure market is robust, driven by government
investments. The environmental market continues to slow as industrial clients
curtail spending, however, due to strong cost management, margins are holding
up. The buildings market continues to be under pressure with particularly
challenging circumstances in the United Kingdom. Although the impact of the
economic downturn in the short term is still uncertain, the long-term outlook
for our business is positive."
About ARCADIS
ARCADIS is an international company providing consultancy, design,
engineering and management services in infrastructure, environment and
buildings, to enhance mobility, sustainability and quality of life. ARCADIS
develops, designs, implements, maintains and operates projects for companies
and governments. With more than 13,500 employees and over EUR 1.7 billion in
gross revenues, the company has an extensive international network that is
supported by strong local market positions. Visit us on the internet:
http://www.arcadis-global.com
About Malcolm Pirnie
Malcolm Pirnie Inc, is a century -old environmental consulting firm,
provides governmental and industrial clients with comprehensive services in
water and wastewater engineering, solid and hazardous waste management,
environmental sciences and, through its Red Oak Consulting Division, a wide
range of management and IT consulting services. With a diversified staff of
over 1700 engineers, scientists and consultants in 60+ offices, Pirnie has
won over 200 professional awards for project excellence. For more information
visit http://www.pirnie.com.
