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Arcadis plans to merge with Malcolm Pirnie

Dutch consulting and engineering giant Arcadis announced that it has signed a merger agreement to acquire 100% of the shares of Malcolm Pirnie, a White Plains, New York based company predominantly active in water and environmental consulting and engineering, currently owned by about 80 internal shareholders. At closing, Malcolm Pirnie will be a wholly-owned subsidiary of Arcadis U.S.

Arcadis will finance this merger by issuing 5.74 million shares to present Malcolm Pirnie shareholders and key employees, in addition to a cash amount of $135 million, for which Arcadis has secured a new debt facility from Rabobank, ING and RBS. The shares have a lock up period of 6 months with incentives to hold them for at least 18 months after closing.

The merger is contingent on Malcolm Pirnie shareholder approval and related closing requirements. It is anticipated that the merger will be completed in July 2009. The major shareholders comprising ownership of 48% of the outstanding shares have provided irrevocable support of the merger.



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