Global Infrastructure Solutions (GISI), the largest privately owned construction manager in the commercial building, industrial, and healthcare markets, as well as a top project/construction manager in the environmental and public infrastructure sectors, has announced that it has entered into a definitive merger agreement with Hill International, a leading global program, project, and construction management company.
In accordance with the terms of the merger agreement, GISI will launch an all-cash tender offer to buy Hill’s entire issued and outstanding stock for $2.85 per share, reflecting a premium of 62.8% over Hill’s closing share price on August 16, 2022.
Following the successful conclusion of the tender offer, GISI will merge with Hill in a second stage for the same price and purchase all shares that were not tendered in the tender offer, turning Hill into a privately held business under the GISI brand. The deal values the share capital of Hill International at $173 million.
Hill International CEO Raouf Ghali made the following statement regarding the decision to join GISI: “Since our founding in 1976, Hill has developed into an industry-leading program, project, and construction management firm.
Due to GISI’s emphasis on long-term success, Hill will be well-positioned to continue taking advantage of the opportunities the sector presents while also improving the standard of our client services after we join the family of firms.
“Hill International has been a leader in the program, project, and construction management area for more than 50 years, delivering infrastructure projects from New York City to Abu Dhabi and everywhere in between,” said Rick Newman, President and Chief Executive Officer of GISI.
The company is a welcome addition to the GISI family due to its distinction as a fee-only management company and its technological and managerial proficiency. We’re thrilled to have Raouf and the entire Hill team on board.
Subject to the satisfaction of certain conditions, including the tender of shares representing at least a majority of the total number of Hill’s outstanding shares, receipt of necessary antitrust clearance, and other customary conditions, the transaction, which was unanimously approved by Hill’s board of directors, is anticipated to close in the fourth quarter of 2022.
10% of the outstanding common shares are owned by Engine Capital, which has committed to tender its shares in the offering. A financial requirement is not necessary for the deal to close. The merger agreement provides that the parties may decide to implement the deal in a single step rather than as a tender offer followed by a second-step merger.
In this scenario, Hill would seek stockholder approval of the merger. Hill’s shares won’t trade on the New York Stock Exchange after the deal is finished.
Financial advisor Houlihan Lokey and legal counsel Duane Morris LLP supported Hill in the deal. Legal counsel Cooley LLP and financial advisor UBS Investment Bank provided support to GISI during the transaction.
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