ENGlobal Corporation Announces the Acquisition of WRC Corporation.HOUSTON -- ENGlobal Corporation (AMEX AMEX See: American Stock Exchange :ENG ENG electronystagmography. ENG abbr. electronystagmography ENG enzootic nasal granuloma. ), a leading provider of engineering services, today announced that it has completed the acquisition of WRC WRC World Rally Championship (auto racing) WRC World Radiocommunication Conference WRC Water Resource Center WRC Women's Resource Center WRC Welding Research Council WRC Water Research Commission (South Africa) Corporation ("WRC"), a privately-held firm based in the Denver, Colorado area. WRC provides integrated land management, engineering, and related services to the pipeline, power, and transportation industries, among others. WRC has become a wholly-owned subsidiary of ENGlobal and will now serve as the Company's provider of land management, environmental compliance and governmental regulatory services. WRC currently has approximately 200 employees, with revenues in the 12 months prior to the acquisition exceeding $20 million. Founded in 1974, WRC is a multi-dimensional consulting services organization, operating throughout North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . WRC has capabilities in the power, energy, transportation, telecommunications and governmental sectors. In addition to its Denver office, WRC has a presence in several cities, including Houston, San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. , Portland, Boston, and Washington, DC. Further information can be found at www.wrccorp.com. ENGlobal purchased WRC in exchange for consideration of cash, a promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. to be paid over four years, 175,000 shares of ENGlobal's common stock, and the repayment of certain obligations of WRC as part of the transaction. Under the terms of the agreement, Mr. Michael H. Lee will remain President and Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of WRC Corporation, with certain key members of the management also having entered into employment agreements with the Company. In the near term, WRC will continue to operate under its current name. Further terms of the transaction were not disclosed. As previously reported, ENGlobal's strategic plan includes completion of accretive acquisitions Accretive Acquisition An acquisition that will increase the acquiring company's EPS. Notes: As they are expected to increase the acquiring company's future earnings, these acquisitions tend to be favorable for the company's market price. that are larger than those completed in the past, that offer its current clients a new capability, and that provide opportunity for expansion into new geographical regions that have less competitive markets. ENGlobal considers the WRC acquisition to be consistent in all respects with this strategic plan. The Company expects to utilize WRC's Denver facility as a beachhead beach·head n. 1. A position on an enemy shoreline captured by troops in advance of an invading force. 2. A first achievement that opens the way for further developments; a foothold: for expansion of its services into the Rocky Mountain and Western U.S. regions. For efficiencies, the Company plans to consolidate WRC's Houston location into ENGlobal's recently expanded headquarters in North Houston. "Our organization views this move as being very strong strategically," said Mr. Michael H. Lee, President and Chief Operating Officer of WRC. "ENGlobal possesses the same values as WRC, which I believe is the finest, emerging service oriented firm in our industry. In summary, this transaction represents a perfect match, and we are very proud to join the ENGlobal team." William A. Coskey, P.E., Chairman of ENGlobal Corporation, said, "This transaction between our two reputable firms will no doubt be of mutual benefit, and it is my honor to extend a warm welcome to Michael and the entire WRC team. WRC will add land, environmental and regulatory affairs Regulatory Affairs (RA), also called Government Affairs, is a profession within regulated industries, such as pharmaceuticals, medical devices, energy, and banking. Regulatory Affairs professionals usually have responsibility for the following general areas: About ENGlobal Corporation ENGlobal Corporation provides engineering and systems services principally to the petroleum refining, petrochemical, pipeline, production, and process industries throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and internationally. ENGlobal's multi-disciplinary engineering group develops projects from the initial planning stage through detailed design, procurement, and construction management. The systems group designs, fabricates, and supports control, instrumentation and analyzer systems utilized in various energy and process-related industries. The Company, with its subsidiaries, now employs over 2,000 employees in 18 offices and occupies over 300,000 square feet of office and manufacturing space. In 2004 and 2005, the Company was named the #1 fastest growing engineering firm in the United States by ZweigWhite and was ranked #2 in 2003. Further information about the Company and its subsidiaries is available at www.ENGlobal.com. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. for Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including, but not limited to; (1) the Company's ability to achieve its business strategy while effectively managing costs and expenses; (2) the Company's ability to successfully and profitably integrate acquisitions; and (3) the continued strong performance of the energy sector. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors detailed from time to time in ENGlobal's filings with the Securities and Exchange Commission. Among other matters, the WRC acquisition, as well as other Company acquisition are subject to risks, including the risk that such acquisitions may result in less favorable outcomes than contemplated, or may not be successfully and profitably integrated by the Company into its other operations. In addition, reference is hereby made to the risk factors and other cautionary statements set forth in the Company's most recent reports on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and 10-Q, and in its other SEC filings. |
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