GPU to Acquire MYR Group Inc., a Utility Infrastructure Construction Company.Business Editors MORRISTOWN, N.J./ROLLING MEADOWS, Ill.--(BUSINESS WIRE)-- Dec. 22, 1999 New Utility Services Organization Complements Core Business GPU GPU: see secret police. (Graphics Processing Unit) A specialized logic chip devoted to rendering 2D or 3D images. Display adapters contain one or more GPUs for fast graphics rendering. , Inc. (NYSE NYSE See: New York Stock Exchange : GPU) and MYR MYR In currencies, this is the abbreviation for the Malaysian Ringgit. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. Group Inc. (NYSE: MYR) today announced that the two companies have reached an agreement under which GPU will acquire the suburban Chicago-headquartered utility infrastructure construction firm for $215 million cash or $30.10 per share. The transaction will make MYR Group Inc. a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of GPU, Inc. The purchase is expected to be completed in the first quarter of 2000. Under the terms of the merger agreement between GPU and MYR, which was approved unanimously by MYR's Board of Directors, a subsidiary of GPU is expected to start a tender offer for all of the outstanding shares of MYR no later than December 29, 1999. The offer is subject to the conditions that a majority of the shares are tendered, approval by the Securities Exchange Commission under the Public Utility Holding Company Act Public Utility Holding Company Act The 1935 act that gives the SEC authority over the security issues, the accounting systems, the corporate structures, and the intercompany transactions of public utilities. of 1935 and other customary conditions. If the tender offer is successful, it will be followed as promptly as possible by a merger in which any remaining shares of MYR stock will be converted into the right to receive $30.10 per share in cash. "This is a major step in building a platform for the non-regulated portion of our business," said GPU, Inc. Chairman, President and Chief Executive Officer Fred D. Hafer. "This acquisition advances our infrastructure and utility services business strategy by building an organization that operates in both the regulated and non-regulated sectors. It will also assist us in achieving our earning per share Noun 1. earning per share - the portion of a company's profit allocated to each outstanding share of common stock net income, net profit, profit, profits, earnings, lucre, net - the excess of revenues over outlays in a given period of time (including depreciation growth rate goal of five percent per year." MYR was founded in 1891, with its principal business consisting of utility infrastructure and commercial and industrial contracting services. MYR is the fifth largest specialty contractor in the U.S., comprised of eight operating subsidiaries with offices spanning the country. MYR had 1998 revenues and net income of $459 million and $8 million, respectively. The labor force consists of 355 salaried employees and, depending on the level of contract activity, about 4,000 hourly paid employees. Hafer noted that most of MYR's non-management workforce is represented by the IBEW IBEW n abbr (US) (= International Brotherhood of Electrical Workers) → sindicato internacional de electricistas IBEW n abbr (US) (= International Brotherhood of Electrical Workers , the same union that represents most of the bargaining unit A bargaining unit in labor relations is a group of employees with a clear and identifiable community of interests who are (under U.S. law) represented by a single labor union in collective bargaining and other dealings with management. employees of GPU's transmission and distribution subsidiary, GPU Energy. Hafer further noted that a key to future success for both MYR and GPU would be continued strong working relationships with organized labor Organized Labor An association of workers united as a single, representative entity for the purpose of improving the workers' economic status and working conditions through collective bargaining with employers. Also known as "unions". . "We have been very selective in seeking a partner," said Charles M. Brennan III, chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of MYR. "We were committed to securing the best deal for our shareholders and have succeeded. We also were determined to become part of a growing energy services company and one that fully appreciates the unique value we could add to its existing capabilities. It is clear that GPU has a well-defined vision of how it will build a highly profitable non-regulated business segment and sees us as a key element of that effort. Our board and management team took great comfort in this being a good business fit of companies with shared common values." Under the acquisition agreement, Brennan will stay on as a senior consultant to MYR. William (Bill) S. Skibitsky, currently 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 MYR, will assume the role of CEO in addition to his current roles. Initially, Skibitsky will report directly to Hafer. Berenson Minella & Company acted as financial advisor to MYR in this transaction and provided a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. to the MYR Board of Directors. "MYR, with its demonstrated ability to succeed in the highly competitive utility infrastructure construction business, is an important addition to GPU and one from which we can learn. This allows us to compete in a new area of utility services without straying from our core business," said Hafer. "It is our intent to have MYR continue to operate with the same entrepreneurial culture that brought them their present success." GPU, Inc. (NYSE: GPU), headquartered in Morristown, NJ, is a registered public utility holding company providing utility and utility related services to customers throughout the world. GPU serves 4.6 million customers directly through its electric distribution subsidiaries -- GPU Energy in 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. , Midlands Electricity The Midlands Electricity Board was formed in 1947, under the Electricity Act of that year. The counterpart of the East Midlands board, it served southern, and western parts of Warwickshire, as well as the counties of Worcestershire, Herefordshire, Shropshire, and Staffordshire, as plc. in the United Kingdom and GPU Emdersa in Argentina. It serves another 1.4 million customers indirectly through its electric and gas transmission subsidiaries, GPU GasNet and GPU PowerNet in Australia. GPU's revenues were $ 4.3 billion and its total assets were $16.3 billion in 1998. Other GPU subsidiaries include GPU Advanced Resources, Inc., GPU International, Inc., GPU Nuclear, Inc., GPU Service, Inc. and GPU Telcom Services, Inc. (http://www.gpu.com) Media Advisory: Interested members of the media are invited to participate in a noon media call-in with Fred D. Hafer, chairman, president and chief executive officer of GPU and Charles M. Brennan III, chairman and chief executive officer of MYR Group. Please call 800 865-4435 at 11:55 a.m. EST EST electroshock therapy. EST abbr. electroshock therapy , December 22, 1999. (MYR FACT SHEET ATTACHED) Facts about: MYR Group, Inc. Founded: In 1982 as a holding company whose main subsidiary was established in 1891 by Lewis E. Myers. 1998 Revenues: $459 million Listed: New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. : MYR Business: Through its subsidiaries, MYR Group provides a complete range of power line and commercial/industrial electrical construction services for electric utilities, telecommunications providers, commercial/ industrial facilities, and government agencies across the U.S. It also offers mechanical construction and maintenance services for steel, industrial and power generation clients. Specific services include: constructing and maintaining power lines of up to 765kV; offering complete electrical systems wiring for high-tech manufacturing, clean rooms, power plants, airports, hotels, petrochemical facilities and healthcare/hospital facilities; providing gas installations, construction and maintenance services; constructing PCS (1) (Personal Communications Services) Refers to wireless services that emerged after the U.S. government auctioned commercial licenses in 1994 and 1995. This radio spectrum in the 1. and cellular towers for the wireless communications market; offering all phases of electrical construction in traffic and light rail signalization sig·nal·ize tr.v. sig·nal·ized, sig·nal·iz·ing, sig·nal·iz·es 1. To make remarkable or conspicuous: a life signalized by high accomplishments. 2. To point out particularly. . Major Subsidiaries: -The L.E. Myers Co. - serving the Southeast, Midwest and Northeast -Harlan Electric Company - Michigan and Ohio Valley -Sturgeon Electric Company, Inc. - Western U.S. -Hawkeye Construction, Inc. - Northwestern U.S. -D.W. Close Company, Inc. - Washington and Northwest -Power Piping Company - Pennsylvania, Ohio Valley -MYRcom, Inc. - Southeast and Southcentral -ComTel Technology Inc. - Colorado and Arizona Financial: -5-year revenue growth thru '98: 52% -5-year diluted EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. growth: 30% -1998 earnings: $7.9 million or $1.20 per share diluted, up 25% -1999/9 mos. earnings: $9.3 million or $1.38 diluted, up 68% -Backlog at 9/30/99: $172 million (normally completed within 12 months) Management Team: Charles M. Brennan III, Chairman and Chief Executive Officer William S. Skibitsky, President and Chief Operating Officer William A. Koertner, Chief Financial Officer and Treasurer Byron D. Nelson, Senior Vice President, General Counsel and Secretary Growth Strategy: Actively pursue new alliances with utility clients and expand telecommunications work. In the commercial/industrial business, grow its design/build capabilities and integrate electrical and mechanical service offerings to better meet client needs. Concentrate on internal growth, cost control, safety, training and productivity improvements to increase profit margins. |
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