Jacobs Appoints Gary Mandel to Lead Integration of Newly Announced CH2M Acquisition
Vinayak Pai Appointed Jacobs’ Interim Head of Global Petroleum &
Chemicals
DALLAS–(BUSINESS WIRE)–Jacobs
Engineering Group Inc. (NYSE:JEC), as part of the separately
announced acquisition of CH2M HILL Companies Ltd., has formed an
Integration Management Office (IMO) to oversee the integration of Jacobs
and CH2M. The IMO will be jointly led on a full-time, dedicated basis by
senior executives from both companies. Gary Mandel, who joined Jacobs
six years ago through the Aker Solutions Process & Construction
acquisition, and most recently served as Jacobs President of Petroleum &
Chemicals (P&C), has been appointed to lead the integration for Jacobs.
In addition, Jacobs announced that Vinayak Pai has been appointed
interim head of global Petroleum & Chemicals.
“I have the greatest confidence in these accomplished executives in
their new roles,” said Steve Demetriou, Jacobs Chairman and CEO. “Gary’s
previous leadership responsibilities over a 35 year career, including
his extensive experience in infrastructure and government services,
coupled with the fact that he has successfully navigated many global
acquisitions and integrations make him a great fit for this new role.”
“We also extend our appreciation to Vinayak for taking on these expanded
responsibilities. Vinayak’s deep experience in the oil and gas, refining
and chemical industries position him well to lead the P&C business on an
interim basis.”
About Gary Mandel
Previously, Mandel served as President of Jacobs’ global P&C business
serving clients in the oil and gas, refining and chemicals market
sectors – offering a full range of consulting, PMC, EPC and EPCm
services. He also led Jacobs’ global Mining and Minerals business. As a
result of Jacobs’ acquisition of Aker Solutions Process & Construction
business in 2011, Mandel joined Jacobs as Executive Vice President of
Operations overseeing various global portfolios including, upstream and
downstream oil and gas business, as well as the heavy process,
biopharma, infrastructure, consulting, module fabrication, specialty
chemicals and mining and minerals markets. Prior to joining Jacobs,
Mandel served as Executive Vice President for Aker Solutions, overseeing
their oil and gas, process, energy and government services business.
Mandel also spent 15 years at Brown & Root in various project leadership
roles for the global construction, engineering and maintenance company.
About Vinayak Pai
Previously, Pai served as Senior Vice President Global Operations for
Jacobs’ P&C business with responsibility for global integrated delivery
and EPC and EPCm project delivery excellence globally. Pai, who joined
Jacobs in 2013, has more than 28 years of experience in the oil and gas
and petrochemical industry, with extensive experience in executing
upstream and downstream projects. Pai received an executive MBA from IIT
Mumbai, a post graduate in management from Symbiosis Institute in Pune,
India and holds an Engineering degree from the College of Engineering in
Pune.
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.
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 press release
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 transaction agreement.
For a description of some additional factors that may occur that could
cause actual results to differ from our forward-looking statements see
Jacobs’ Annual Report on Form 10-K for the period ended September 30,
2016, and CH2M’s Annual Report on Form 10-K for the period ended
December 30, 2016 and in particular ”Risk Factors” discussing
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 press release to conform to actual results, except as required by
applicable law.
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., a wholly owned subsidiary of
Jacobs (“Merger Sub”), Jacobs intends to file with the Securities and
Exchange Commission (the “SEC”) a Registration Statement on Form S-4
(the “Form S-4”) that will contain a proxy statement of CH2M and a
prospectus of Jacobs, which proxy statement/prospectus will be mailed or
otherwise disseminated to CH2M’s stockholders when it becomes available.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO
READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
JACOBS, CH2M AND THE MERGER. Investors may obtain free copies of the
proxy statement/prospectus when it becomes available, 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
Participants in Solicitation
Jacobs, CH2M and their respective officers and directors may be deemed
to be participants in the solicitation of proxies from the stockholders
of CH2M in connection with the proposed Merger of Merger Sub with and
into CH2M. Information about Jacobs’ executive officers and directors is
set forth in its Annual Report on Form 10-K, which was filed with the
SEC on November 22, 2016 and its proxy statement for its 2017 annual
meeting of stockholders, which was filed with the SEC on December 9,
2016. Information about CH2M’s executive officers and directors is set
forth in its Annual Report on Form 10-K, which was filed with the SEC on
March 7, 2017, and the proxy statements for its 2017 annual meeting of
stockholders, which was filed with the SEC on April 24, 2017. Investors
may obtain more detailed information regarding the direct and indirect
interests of Jacobs, CH2M and their respective executive officers and
directors in the acquisition by reading the preliminary and definitive
proxy statement/prospectus regarding the proposed transaction when it is
filed with the SEC. When available, you may obtain free copies of these
documents as described in the preceding paragraph.
No Offer or Solicitation
This press release relates to a proposed business combination between
Jacobs and CH2M. This press release 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
prospectus or any other document that Jacobs or CH2M 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.
Contacts
Jacobs Engineering Group Inc.
Media
Mendi Head
Vice
President, Global Communications
214-920-8015 – office
972-743-7699
– mobile
[email protected]
or
Investors
Jonathan
Doros
Vice President, Investor Relations
214-583-8596 – office
817-239-3457
[email protected]