Jacobs and CH2M Announce CH2M Stockholder Approval of Merger and Preliminary Merger Consideration Election Results

DALLAS–(BUSINESS WIRE)–Jacobs
Engineering Group Inc. (NYSE:JEC) and CH2M
HILL Companies, Ltd. today announced that, based on a preliminary
vote tally from the special meeting of CH2M stockholders held on
December 13, 2017, CH2M stockholders approved the proposal pursuant to
which Jacobs will acquire CH2M pursuant to a reverse subsidiary merger.
The preliminary results show that approximately 95.57% of the
outstanding shares of CH2M common stock and CH2M preferred stock (on an
as-converted basis) voted in favor of the merger.

Jacobs and CH2M also announced the preliminary results of the elections
made by the stockholders of CH2M as to the form of merger consideration
they wish to receive in connection with the merger.

Each CH2M stockholder was entitled to elect one of the following forms
of merger consideration for each share of CH2M common stock and CH2M
preferred stock (on an as-converted basis) held by such stockholder as
of December 15, 2017, subject to the proration and adjustment procedures
described below, (i) a combination of $52.85 in cash and 0.6677 shares
of Jacobs common stock (the “Mixed Election Consideration”); (ii) $88.08
in cash (the “Cash Election Consideration”); or (iii) 1.6693 shares of
Jacobs common stock (the “Stock Election Consideration”).

Based on preliminary information following the election deadline of,
5:00 p.m., Eastern Time, on December 12, 2017, the preliminary merger
consideration election results were as follows:

• Holders of approximately 2,884,648 CH2M shares, or approximately 9.3%
  of the outstanding CH2M shares, made valid elections to receive the
  Mixed Election Consideration.
• Holders of approximately 6,686,168 CH2M shares, or approximately 21.5%
  of the outstanding CH2M shares, made valid elections to receive the
  Cash Election Consideration.
• Holders of approximately 20,790,913 CH2M shares, or approximately
  66.8% of the outstanding CH2M shares, made valid elections to receive
  the Stock Election Consideration.
• Holders of approximately 746,914 CH2M shares, or approximately 2.4% of
  the outstanding CH2M shares, did not make an election or were deemed
  not to have made a valid election, and were treated as if they had
  elected to receive the Mixed Election Consideration.

As provided in the Merger Agreement, dated as of August 1, 2017, between
Jacobs and CH2M, CH2M stockholders who elected to receive the Cash
Election Consideration or the Stock Election Consideration are subject
to proration to ensure that the aggregate number of shares of Jacob
Common Stock to be issued by Jacobs in the merger and the aggregate
amount of cash to be paid in the merger will be the same as if all
applicable CH2M stockholders received the Mixed Election Consideration.

The foregoing results are preliminary only, and final certified results
are not expected to be available until following closing of the merger.
Based on the preliminary results described above, it is expected that
CH2M stockholders who elected the Stock Election Consideration will be
subject to proration.

About Jacobs

Jacobs is one of the world’s largest and most diverse providers of
full-spectrum technical, professional and construction services for
industrial, commercial and government organizations globally. The
company employs over 54,000 people and operates in more than 25
countries around the world. For more information, visit www.jacobs.com.

About CH2M

CH2M leads the professional services industry delivering sustainable
solutions benefiting societal, environmental and economic outcomes with
the development of infrastructure and industry. In this way, CH2Mers
make a positive difference providing consulting, design, engineering and
management services for clients in water;
environment and
nuclear;
transportation;
energy and industrial
markets, from iconic infrastructure to global programs like the Olympic
Games. Ranked among the World's Most Ethical Companies and top firms in
environmental consulting and program management, CH2M in 2016 became the
first professional services firm honored with the World Environment
Center Gold Medal Award for efforts advancing sustainable development.

Additional Information and Where to Find It

In connection with the proposed acquisition of CH2M by Jacobs pursuant
to the terms of an Agreement and Plan of Merger by and among CH2M,
Jacobs and Basketball Merger Sub Inc., Jacobs filed with the Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-4
(the “Form S-4”) on September 19, 2017 and Amendment No. 1 to the Form
S-4 on October 24, 2017 and Amendment No. 2 to the Form S-4 on November
8, 2017, which filings contain a proxy statement of CH2M and a
prospectus of Jacobs. The Form S-4 (as amended) was declared effective
on November 9, 2017, and the definitive proxy statement/prospectus was
mailed or otherwise disseminated to CH2M’s stockholders beginning on
November 10, 2017. Investors may obtain free copies of the current proxy
statement/prospectus, as well as other filings containing information
about Jacobs and CH2M, without charge, at the SEC’s Internet website (http://www.sec.gov).
Copies of these documents may also be obtained for free from the
companies’ websites at www.jacobs.com
or www.ch2m.com

No Offer or Solicitation

This document relates to a proposed business combination between Jacobs
and CH2M. This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of
any such jurisdiction. This document is not a substitute for the proxy
statement/prospectus or any other document that Jacobs may file with the
SEC in connection with the proposed transaction. No offering of
securities shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

Certain statements contained in this document constitute forward-looking
statements as such term is defined in Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended, and such statements are intended to be covered by the
safe harbor provided by the same. Statements made in this document that
are not based on historical fact are forward-looking statements,
including statements regarding whether and when the proposed transaction
between Jacobs and CH2M will be consummated and the anticipated benefits
thereof. Although such statements are based on management's current
estimates and expectations, and currently available competitive,
financial, and economic data, forward-looking statements are inherently
uncertain, and you should not place undue reliance on such statements as
actual results may differ materially. We caution the reader that there
are a variety of risks, uncertainties and other factors that could cause
actual results to differ materially from what is contained, projected or
implied by our forward-looking statements. The potential risks and
uncertainties include, among others, the possibility that CH2M may be
unable to obtain required stockholder approval or that other conditions
to closing the transaction may not be satisfied, such that the
transaction will not close or that the closing may be delayed; general
economic conditions; the possibility of unexpected costs, liabilities or
delays in connection with the transaction; risks that the transaction
disrupts current plans and operations of the parties to the transaction;
the ability to recognize the benefits of the transaction; the amount of
the costs, fees, expenses and charges related to the transaction and the
actual terms of any financings that will be obtained for the
transaction; the outcome of any legal proceedings related to the
transaction; the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement. For a
description of some additional factors that may occur that could cause
actual results to differ from forward-looking statements see the proxy
statement/prospectus, Jacobs’ Annual Report on Form 10-K for the period
ended September 29, 2017 and CH2M’s Annual Report on Form 10-K for the
period ended December 30, 2016, and in particular the “Risk Factors”
discussions thereunder as well as Jacobs’ and CH2M’s other filings with
the Securities and Exchange Commission. Neither Jacobs nor CH2M is under
any duty to update any of the forward-looking statements after the date
of this document to conform to actual results, except as required by
applicable law.

Contacts

Jacobs
Investors:
Jonathan Doros, 817 239 3457
[email protected]
or
Media:
Salim
Rahimi, 214.583.8428
[email protected]
or
CH2M
Lorrie
Paul Crum, 303.525.2916
[email protected]