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MARLTON, N.J., Sep 01, 2006 (BUSINESS WIRE) -- Hill International (Nasdaq:HINT), the worldwide construction consulting firm, announced today that its offer for all of the issued share capital of James R. Knowles (Holdings) PLC (LSE:JRK.L), has been declared unconditional in all respects. Hill now owns 20,431,031, or approximately 96.5%, of Knowles' 21,171,853 total shares outstanding, for which it has received acceptances valid in all respects and for which it must pay a price of 33 pence ($0.63) per share in cash. Knowles is a United Kingdom-based firm that provides technical consulting and dispute resolution services to the engineering and construction industry worldwide.
Simultaneously with the offer being declared unconditional in all respects, Roger Knowles, Lord Lee of Trafford and Peter Bates resigned from Knowles' board of directors, and were replaced with Hill executives Irv Richter, David Richter, Fred Samelian and Renny Borhan. Knowles' CEO Brian Quinn and Finance Director Charlotte Parsons remain on Knowles' board. Irv Richter has also been elected Chairman of Knowles.
Hill intends to acquire on a compulsory basis all remaining Knowles shares on the same terms as the offer. Upon the acquisition of all of the issued shares of Knowles, Hill will have paid a total purchase price of approximately GBP 7.0 million ($13.3 million). In addition, Knowles has made an application for the cessation of trading of its shares from the AIM market of the London Stock Exchange.
"We are very excited about the opportunities that will exist following the combination of Hill and Knowles, which we believe has created not only the largest but also the best consulting practice in the world focused on construction contracts, claims and disputes," said Irvin E. Richter, Hill's Chairman and Chief Executive Officer.
The acquired company will continue to operate under the Knowles name although it is expected that the name will be discontinued at some point in the future once its operations have been consolidated with Hill's.
In connection with this transaction, Knowles was advised by Brewin Dolphin Securities Ltd. and the law firm of Halliwells LLP. Hill was advised by Ernst & Young LLP and the law firm of Taylor Wessing.
Knowles, headquartered in Daresbury, UK, provides technical consulting and dispute resolution services to the engineering and construction industry worldwide. Knowles' 350 employees operate out of 36 offices in the United Kingdom, Western Europe, the Middle East, Southeast Asia, Australia, Canada and the United States. For more information on Knowles, please visit their website at www.jrknowles.com.
Hill International, which together with Knowles now has 1,400 employees in 60 offices worldwide, provides program management, project management, construction management, and construction claims services. Engineering News-Record magazine recently ranked Hill as the 17th largest construction management firm in the United States. For more information on Hill, please visit our website at www.hillintl.com.
This press release includes certain statements that fall within the definition of "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties, overall economic and market conditions, competitors' and clients' actions, and weather conditions, which could cause actual results to differ materially from those anticipated, including those risks identified in Hill's filings with the Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. Any prediction by Hill is only a statement of management's belief at the time the prediction is made. There can be no assurance that any prediction once made will continue thereafter to reflect management's belief, and Hill does not undertake to update publicly its predictions, whether as a result of new information, future events or otherwise. All U.S. dollar amounts contained in this press release are based upon exchange rates as of August 31, 2006.
(HINT-G)
SOURCE: Hill International, Inc.
Hill International, Inc. John P. Paolin, 856-810-6210 johnpaolin@hillintl.com or The Equity Group Inc. Devin Sullivan, 212-836-9608 dsullivan@equityny.com
Copyright Business Wire 2006
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