LOS ANGELES and PHILADELPHIA– Global Infrastructure Solutions Inc. (GISI) and Hill International, Inc. (NYSE:HIL) announced that their boards of directors have approved enhancements to their definitive agreement of August 16, 2022, wherein Hill and GISI agreed to merge the diversified construction management companies, setting the stage for increased competitiveness and accelerated organic growth in global, for-fee infrastructure consulting markets. Following the receipt of an unsolicited proposal from a third party, Hill and GISI negotiated an amended and restated Merger Agreement under the terms of which the per share price is US$3.40, the transaction remains all-cash, and there is no financing contingency. Further, the transaction structure has been changed to a merger requiring the approval of Hill’s stockholders (rather than a tender offer to Hill stockholders). The transaction is expected to close in the fourth quarter of 2022, pending stockholder approval and regulatory review. The parties have also agreed to work together, if requested to do so by Hill, in order to provide Hill interim capital to allow Hill to take advantage of ongoing organic growth opportunities prior to closing.
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 US$11 billion, and enjoy project backlog of more than US$22 billion. Our employee shareholders are invested in contributing to, and benefitting from, our continued growth and strong results as we bring our unique value proposition to our clients and communities in more than 90 countries. Learn more at www.GISI.com.
About Hill International
Hill International, with more than 3,200 professionals in over 100 offices worldwide, provides program management, project management, construction management, project management oversight, construction claims, dispute resolution, advisory, facilities management, and other consulting services to clients in a variety of market sectors. Engineering News-Record magazine recently ranked Hill as one of the largest construction management firms in the United States. For more information on Hill, please visit our website at www.hillintl.com.
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 Securities and Exchange Commission (the “SEC”). This communication is not intended to be, and is not, a substitute for the proxy statement or any other document that Hill may file with the SEC in connection with the proposed transaction. HILL URGES INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, the documents filed or furnished to the SEC by Hill under the “Investors/SEC Filings” section of Hill’s website at www.hillintl.com.
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 SEC) that are filed or will be filed with the SEC relating to the contemplated transactions. You may obtain free copies of these documents using the sources indicated above.
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