EX-2.2
from 8-K
24 pages
Clause Page 1. Definitions and Interpretation 1 2. Implementation of the Acquisition 5 3. Obligations of Bidco, Universe and Star 7 4. Publication of the Acquisition Document 9 5. Representations and Warranties 10 6. Recommendation 10 7. Conduct Pending Completion of the Transaction 11 8. Termination 12 9. Costs 13 10. Announcements 13 11. Entire Agreement 14 12. Miscellaneous 14 Schedule 1 17 Form of Rule 2.5 Announcement 17 Schedule 2 18 Scheme Timetable 18 Schedule 3 19 the Star Share Schemes 19 This Agreement Is Made on June 2010 Between: (1) Universe Bidco Limited (Registered in England and Wales With Registered Number 7289402) Whose Registered Office Is at Washington House, Birchwood Park Avenue, Birchwood, Warrington Wa3 6gr ("Bidco"); and (2) Urs Corporation, a Delaware Corporation Whose Registered Office Is at 600 Montgomery Street, 26th Floor, San Francisco, California 94111-2728 ("Universe"); and (3) Scott Wilson Group PLC (Registered in England and Wales With Registered Number 5639381) Whose Registered Office Is at Scott House, Alençon Link, Basingstoke, Hampshire Rg21 7pp) ("Star"), (Each a "Party" and Together the "Parties"). Recitals (A) Universe Proposes to Announce Immediately Following the Execution of This Agreement a Firm Intention to Make a Recommended Cash and Loan Note Acquisition of the Entire Issued and to Be Issued Share Capital of Star Pursuant to Rule 2.5 of the Takeover Code. (B) the Acquisition Will Be Made by Bidco, a Wholly-Owned Subsidiary Undertaking of Universe on the Terms and Subject to the Conditions: (I) Referred to in the Rule 2.5 Announcement and This Agreement; and (II) to Be Set Out in the Acquisition Document. (C) Bidco, Universe and Star Intend That the Acquisition Will Be Implemented by Way of the Scheme, Although Bidco and Universe Reserve the Right, as Set Out in This Agreement and the Rule 2.5 Announcement, to Implement the Acquisition by Way of the Takeover Offer
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EX-2.1
from 425
68 pages
Agreement and Plan of Merger by and Among Urs Corporation, Elk Merger Corporation, a Wholly Owned Subsidiary of Urs Corporation, Bear Merger Sub, Inc., a Wholly Owned Subsidiary of Urs Corporation, and Washington Group International, Inc. May 27, 2007
12/34/56
EX-2.1
from 8-K
68 pages
Agreement and Plan of Merger by and Among Urs Corporation, Elk Merger Corporation, a Wholly Owned Subsidiary of Urs Corporation, Bear Merger Sub, Inc., a Wholly Owned Subsidiary of Urs Corporation, and Washington Group International, Inc. May 27, 2007
12/34/56