- 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 stock price
- Amendment provides for a price increase from
US$2.85 to$3.40 per share, a 19.3% increase from the previous price
About GISI
GISI provides the resources its partner firms may require to gain the competitive advantage for success. Today, GISI is the largest privately owned 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 revenue of approximately
About
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 Statement”) as well as other relevant materials, with the
Participants in the Solicitation of Proxies in Connection with the Merger
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the contemplated transactions. Information regarding Hill’s directors and executive officers, including a description of their direct and indirect interests in the contemplated transactions by security holdings or otherwise, will be contained in the Proxy Statement. Hill’s stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the contemplated transactions, including the direct and indirect interests of Hill’s directors and executive officers in the contemplated transactions, which may be different than those of the Company’s stockholders generally, by reading the Proxy Statement and any other relevant documents (including any registration statement, prospectus, proxy statement and other relevant materials to be filed with the
Forward Looking Statements
Certain statements contained herein may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and it is our intent that any such statements be protected by the safe harbor created thereby. When used herein, the words “will”, “would”, “may,” “could,” “position,” “plan,” “potential,” “designed,” “continue,” “anticipate,” “believe,” “expect,” “estimate,” “project,” and “intend” and words or phrases of similar import, as they relate to the transactions described herein or Hill or GISI or their respective subsidiaries or Hill’s or GISI’s management, are intended to identify forward-looking statements. Such statements reflect known and unknown risks, uncertainties, and assumptions related to certain factors including, without limitation, changes in facts and circumstances and other risks, uncertainties and assumptions concerning merger, including whether the merger will close, the timing of the closing of the merger, strategic and other potential benefits of the merger, the ability of the parties to satisfy the various conditions to the consummation of the merger, including the outcome of the regulatory reviews of the proposed merger, the ability of the parties to complete the merger, the ability of the parties to meet other closing conditions, the potential effects of the proposed merger, the outcome of legal proceedings (if any) that may be instituted against Hill, GISI (or any of its affiliates) and/or others related to the proposed merger, unexpected costs or unexpected liabilities that may result from the proposed merger, whether or not consummated, the possibility that competing offers will be made, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require Hill to pay a termination fee or other expenses, effects of disruption from the announcement or pendency of the merger making it more difficult to maintain relationships with employees, customers, suppliers, and other business partners, and risks related to 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, relationships with vendors, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein including the impact of the coronavirus COVID-19 pandemic on our operations and financial results, and those 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 the
Contacts: | ||
GISI | ||
Media | ||
Senior Vice President | ||
(215) 309-7707 | ||
(301) 367-2935 | elizabethzipf@hillintl.com | |
gss@sharpecapitalcom.com | ||
Devin Sullivan | ||
Senior Vice President | ||
(212) 836-9608 | ||
dsullivan@equityny.com |
Source:
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