Washington Group International Inc (Other) (425)
14 November 2007 - 2:00AM
Edgar (US Regulatory)
Filed
by
Washington Group International, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
And
Deemed Filed under the Securities Exchange Act of 1934
Subject
Company: Washington Group International, Inc.
Commission
File No. 001-12054
Date:
November 12, 2007
E-mail
sent to employees November 12, 2007:
Nov.
12,
2007
Washington
Group International Chairman Dennis Washington Receives Hart-Scott-Rodino
Clearance to Exercise Options
BOISE,
Idaho/PRNewswire-FirstCall/ -- Washington Group International, Inc. (NYSE:
WNG)
today announced that Dennis Washington, its non-executive chairman, has received
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 to permit him to exercise all of his stock options
for
Washington Group common stock (3.224 million shares equal to approximately
10
percent of the currently outstanding Washington Group common
stock).
The
special meeting of Washington Group stockholders to consider the merger
transaction with URS Corporation (NYSE: URS) is scheduled to be held at 7 a.m.,
local time, Thursday, November 15, 2007, at Washington Group's offices located
at 720 Park Boulevard, Boise, Idaho. Washington Group's Board of Directors
unanimously recommends that stockholders vote "FOR" approval of the amended
merger agreement with URS.
As
previously announced, Dennis Washington has agreed to exercise all of his stock
options and vote his shares in favor of approval of Washington Group's amended
merger agreement with URS if it is determined to be necessary to achieve the
required Washington Group stockholder approval. If it becomes necessary for
him
to exercise his options and vote his shares, a new record date will be set
for
late November and a new meeting date for the Washington Group special meeting
will be set for late December.
Stockholders
who have questions about the merger or need assistance in submitting their
proxies or voting their shares should contact Washington Group's proxy
solicitor, MacKenzie Partners, Inc., by calling 800-322-2885 (toll-free) or
212-929-5500 (collect) or e-mailing proxy@mackenziepartners.com. The failure
to
vote is the same as voting against the proposed merger, as approval of the
amended merger agreement requires the affirmative vote of holders of a majority
of the outstanding shares of common stock of Washington Group.
Washington
Group International (NYSE: WNG) provides the talent, innovation, and proven
performance to deliver integrated engineering, construction, and management
solutions for businesses and governments worldwide. Headquartered in Boise,
Idaho, with approximately $4 billion in annual revenue, the company has
approximately 25,000 people at work around the world providing solutions in
power, environmental management, defense, oil and gas processing, mining,
industrial facilities, transportation and water resources. For more information,
visit http://www.wgint.com.
Additional
Information and Where to Find It
In
connection with the proposed transaction, URS and Washington Group International
filed a definitive joint proxy statement/prospectus, a supplement to the
definitive joint proxy statement/prospectus, and other materials with the
Securities and Exchange Commission (the "SEC"), and URS filed a registration
statement on Form S-4. Investors and security holders are urged to read the
definitive joint proxy statement/prospectus, the supplement, the registration
statement on Form S-4 and the other materials filed with the SEC as they contain
important information about the proposed transaction. Investors and security
holders may obtain free copies of these documents and other documents filed
with
the SEC at the SEC's Web site at http://www.sec.gov. In addition, investors
and
security holders may obtain free copies of the documents filed with the SEC
by
URS by contacting URS Investor Relations at 877-877-8970. Investors and security
holders may obtain free copies of the documents filed with the SEC by Washington
Group by contacting Washington Group Investor Relations at 866-964-4636. In
addition, you may also find information about the merger transaction at
www.urs-wng.com. URS, Washington Group and their directors and executive
officers may be deemed participants in the solicitation of proxies from the
stockholders of URS and Washington Group in connection with the proposed
transaction. Information regarding the special interests of these directors
and
executive officers in the proposed transaction is included in definitive joint
proxy statement/prospectus described above. Additional information regarding
the
directors and executive officers of URS is also included in URS' proxy statement
for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on
April 18, 2007. Additional information regarding the directors and executive
officers of Washington Group is also included in Washington Group's proxy
statement for its 2007 Annual Meeting of Stockholders, which was filed with
the
SEC on April 17, 2007, as amended. These documents are available free of charge
at the SEC's Web site at http://www.sec.gov and from Investor Relations at
URS
and Washington Group as described above.
Contacts:
Investors:
Executive
Vice President & Chief Financial Officer
George
H.
Juetten, 208-386-5698
Or
MacKenzie
Partners, Inc.
Dan
Burch
or Larry Dennedy, 212-929-5239
Media:
Vice
President of Corporate Communications
Laurie
Spiegelberg, 208-386-5255
Or
Kekst
& Co
Adam
Weiner, 212-521-4800
SOURCE
Washington Group International, Inc.
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