Filed
by
Washington Group International, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
And
Deemed Filed under the Securities Exchange Act of 1934
Subject
Company: Washington Group International, Inc.
Commission
File No. 001-12054
Date:
October 30, 2007
October
29, 2007
Dear
Fellow Washington Group International Employee:
As
noted
in the news release below, we have postponed our Special Meeting of Stockholders
to November 9 to allow more time to solicit stockholder votes in favor of the
proposed merger transaction with URS Corporation.
We
will
update you as the proposed merger process continues. In the meantime, thank
you
for staying focused. I know you will continue to perform with excellence to
serve our customers and execute our business plan.
Our
results for the third quarter and the continued winning of new work are
testimony to the talent and capabilities of Washington Group people around
the
world.
Thanks
for your efforts and keep up the great work!
Steve
Hanks
Washington
Group International Postpones Special Meeting of Stockholders
to
November 9, 2007
BOISE,
Idaho
-
October 29, 2007
-
Washington
Group International (NYSE: WNG) today announced that it has postponed its
previously
scheduled
Special Meeting of Stockholders until November 9, 2007. At that meeting,
stockholders are scheduled to vote on the proposed
merger
transaction providing for the acquisition of Washington Group by URS Corporation
(NYSE: URS). The meeting has been postponed to allow for the solicitation of
additional votes in favor of the transaction in light of the fact that
the
transaction has, to date, received insufficient votes for approval.
A
pproval
of the transaction requires the affirmative vote of the holders of a majority
of
all issued and outstanding shares of Washington Group common
stock.
The
postponed meeting is scheduled to be held at Washington Group’s offices located
at 720 Park Boulevard, Boise, Idaho, at 11 a.m. local time.
Stockholders
of record as of the close of business on September 21, 2007, will be entitled
to
vote on the proposed merger.
The
Board
of Directors unanimously recommends that all Washington Group stockholders
vote
“FOR” the proposed acquisition at the postponed meeting, as it believes that a
merger transaction with URS would create a stronger and more competitive company
that is capable of creating more stockholder value than Washington Group could
on its own. If the transaction is completed, Washington Group stockholders
would
have the opportunity to share in the future growth of the combined company
through their continuing equity interest in the combined company. Washington
Group notes that three prominent independent proxy advisory firms - Glass Lewis,
Proxy Governance, and Egan-Jones*
-
have
recommended that Washington Group stockholders vote in favor of the transaction,
although one prominent firm - Institutional Shareholder Services* - has
recommended a vote against.
Not
voting has the same effect as voting against the proposed merger. Stockholders
who have not already voted or wish to change their votes may do so by using
the
telephone or Internet voting procedures provided on their proxy cards to help
ensure that votes are received in time to be counted. Stockholders who have
questions about the merger or need assistance in submitting their proxies or
voting their shares should contact Washington Group’s proxy solicitor, MacKenzie
Partners, Inc., by calling 800-322-2885 (toll-free) or 212-929-5500 (collect)
or
via e-mail to proxy@mackenziepartners.com.
Additional
information regarding the proposed merger transaction can be found in the joint
proxy statement/prospectus dated September 28, 2007.
Washington
Group International (NYSE: WNG) provides the talent, innovation, and proven
performance to deliver integrated engineering, construction, and management
solutions for businesses and governments worldwide. Headquartered in Boise,
Idaho, with approximately $4 billion in annual revenue, the company has
approximately 25,000 people at work around the world providing solutions in
power, environmental management, defense, oil and gas processing, mining,
industrial facilities, transportation, and water resources. For more
information, visit
www.wgint.com
.
*Permission
to cite the recommendations of Glass Lewis, Proxy Governance, Egan-Jones, and
Institutional Shareholder Services was neither sought nor
obtained.
Forward-Looking
Statements
This
news
release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which are identified by the use of
forward-looking terminology such as may, will, could, should, expect,
anticipate, intend, plan, estimate, or continue or the negative thereof or
other
variations thereof. Each forward-looking statement, including, without
limitation, any financial guidance, speaks only as of the date on which it
is
made, and Washington Group undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date
on
which it is made or to reflect the occurrence of anticipated or unanticipated
events or circumstances. The forward-looking statements are necessarily based
on
assumptions and estimates of management and are inherently subject to various
risks and uncertainties. Actual results may vary materially as a result of
changes or developments in social, economic, business, market, legal, and
regulatory circumstances or conditions, both domestically and globally, as
well
as due to actions by customers, clients, suppliers, business partners, or
government bodies. Performance is subject to numerous factors, including demand
for new power generation and for modification of existing power facilities,
public sector funding, demand for extractive resources, capital spending plans
of customers, and spending levels and priorities of the U.S., state and other
governments. Results may also vary as a result of difficulties or delays
experienced in the execution of contracts or implementation of strategic
initiatives, including the satisfaction of terms and conditions for the proposed
merger transaction with URS Corporation and in the closing and success of such
proposed merger transaction. For additional risks and uncertainties impacting
the forward-looking statements contained in this news release, please see "Note
Regarding Forward-Looking Information" and "Item 1A. Risk Factors" in Washington
Group's annual report on Form 10-K for fiscal year 2006.
Additional
Information and Where to Find It
In
connection with the proposed transaction, URS and Washington Group International
filed a definitive joint proxy statement/prospectus and other materials with
the
Securities and Exchange Commission (the "SEC"), and URS filed a registration
statement on Form S-4. Investors and security holders are urged to read the
definitive joint proxy statement/prospectus, the registration statement on
Form
S-4, documents incorporated by reference in the definitive joint proxy
statement/prospectus, and the other materials filed with the SEC as they contain
important information about the proposed transaction. Investors and security
holders may obtain free copies of these documents and other documents filed
with
the SEC at the SEC's Web site at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with the SEC
by
URS by contacting URS Investor Relations at 877-877-8970. Investors and security
holders may obtain free copies of the documents filed with the SEC by Washington
Group by contacting Washington Group Investor Relations at 866-964-4636. In
addition, you may also find information about the merger transaction at
www.urs-wng.com. URS, Washington Group and their directors and executive
officers may be deemed participants in the solicitation of proxies from the
stockholders of URS and Washington Group in connection with the proposed
transaction. Information regarding the special interests of these directors
and
executive officers in the proposed transaction is included in definitive joint
proxy statement/prospectus described above. Additional information regarding
the
directors and executive officers of URS is also included in URS' proxy statement
for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on
April 18, 2007. Additional information regarding the directors and executive
officers of Washington Group is also included in Washington Group's proxy
statement for its 2007 Annual Meeting of Stockholders, which was filed with
the
SEC on April 17, 2007, as amended. These documents are available free of charge
at the SEC's Web site at www.sec.gov and from Investor Relations at URS and
Washington Group as described above.
CONTACTS:
Media:
Laurie
Spiegelberg, Vice President of Corporate Communications, Washington Group
International, 208-386-5255
Investors:
George
Juetten, Executive Vice President and Chief Financial Officer, Washington Group
International, 208-386-5698
Or
Dan
Burch
or Larry Dennedy, MacKenzie Partners, Inc., 212-929-5239
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