DALLAS, March 3, 2021 /PRNewswire/ -- Accelerating
its growth strategy as a leading technology-enabled solutions
provider, Jacobs (NYSE:J) has taken a 65% stake in PA Consulting, a
leading innovation and transformation consulting firm. The
investment places an enterprise value of PA at £1.825 billion
($2.5 billion1) and
transforms PA into a global player at scale. The remaining 35%
stake is held by PA employees.
"This strategic partnership accelerates our strategy to become a
leader in bringing greater innovation and creativity to respond to
current-day challenges such as climate change, cyber, urbanization
and the ongoing healthcare crisis," said Jacobs Chair and CEO
Steve Demetriou. "PA has delivered
strong growth over the last five years and together our
organizations will set a new industry benchmark in differentiated
solutions that deliver superior end-to-end value for Jacobs and PA
clients, employees and investors."
Paving the way for closing, the transaction was overwhelmingly
approved by PA employees and shareholders, with 99.9% voting in
favor of the partnership. Voluntary election for management
rollover was fully subscribed, indicating the enthusiasm and
commitment of PA partners and employees about the growth
opportunity.
CEO of PA Consulting Ken Toombs said: "The completion of
Jacobs' investment marks the beginning of an exciting new chapter
for PA. Jacobs' culture, values and client base are closely aligned
to our own, making them a natural marketplace partner. Their
complementary capabilities will further strengthen our ability to
deliver innovative solutions for our clients. The overwhelming
support of PA shareholders for the transaction is a testament to
the great potential we all see in this partnership."
The partnership respects and preserves PA's independence and
heritage, and advances opportunities for both Jacobs and PA
employees through collaboration and co-creation of innovative
solutions for clients. Joint go-to-market teams are aimed at high
growth sectors of Health and Life Sciences, Public Services,
Consumer and Manufacturing, and Defense and Security to help
address some of the world's most critical challenges.
PA's reputation for tackling these challenges is evidenced by
their work in:
- improving people's lives, by supporting the U.K. Government
with their ventilator program, and supporting the development of
innovative cell and gene therapies;
- tackling sustainability, creating practical solutions to
replacing single-use plastics, and supporting the transition to
clean energy;
- protecting the U.K. by supporting the U.K. Ministry of Defence
in its innovation efforts, and creating a regulatory strategy for
commercial space travel; and
- reinventing infrastructure, by developing proprietary digital
technology like iPredict to predict energy utility asset failures
as well as working with Virgin Hyperloop One on the first new mode
of transport for more than a century.
Jacobs President and Chief Operating Officer Bob Pragada commented: "We are excited about the
leading-edge work that PA does, as well as their performance for
2020, which exceeded expectations. Their pipeline of strategic and
technical consulting work continues to grow, and looking further
into fiscal 2021 and beyond, the Jacobs-PA partnership presents a
compelling organic growth opportunity driven by technology-enabled
solutions in response to industry disruption and client needs."
Jacobs completed the deal on March 2,
2021, in accordance with the terms announced on November 30, 2020. The transaction was funded
through a combination of cash on hand and existing debt
facilities.
Advisors
Rothschild & Co. served as exclusive financial advisor and
Fried, Frank, Harris, Shriver & Jacobson LLP served as legal
counsel to Jacobs.
J.P. Morgan and HSBC served as financial advisors to The Carlyle
Group and PA. Linklaters served as legal counsel to The Carlyle
Group and PA, and Dickson Minto
served as legal counsel to the management of PA.
Note: 1 The enterprise value £1.825 billion
($2.5 billion) is based off foreign
exchange rate of 1.3951 USD per
GBP.
About Jacobs
At Jacobs, we're challenging today to reinvent tomorrow by
solving the world's most critical problems for thriving cities,
resilient environments, mission-critical outcomes, operational
advancement, scientific discovery and cutting-edge manufacturing,
turning abstract ideas into realities that transform the world for
good. With $14 billion in revenue and
a talent force of approximately 55,000, Jacobs provides a full
spectrum of professional services including consulting, technical,
scientific and project delivery for the government and private
sector. Visit jacobs.com and connect with Jacobs on
Facebook, Instagram, LinkedIn and Twitter.
About PA Consulting
We believe in the power of ingenuity to build a positive human
future in a technology-driven world. As strategies, technologies
and innovation collide, we create opportunity from complexity. Our
diverse teams of experts combine innovative thinking and
breakthrough use of technologies to progress further, faster. Our
clients adapt and transform, and together we achieve enduring
results. An innovation and transformation consultancy, we are over
3,200 specialists in defense and security, consumer and
manufacturing, government, health and life sciences, transport,
energy and utilities, and financial services. Our people are
strategists, innovators, designers, consultants, digital experts,
scientists, engineers and technologists. We operate globally from
offices across the U.K., U.S., Europe, and the Nordics. Discover more at
paconsulting.com and connect with PA on LinkedIn and
Twitter.
Forward-Looking Statements
Certain statements contained in this press release 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 release that are not based on historical
fact are forward-looking statements, including statements regarding
the anticipated benefits of the strategic partnership between the
company and PA Consulting. We base these forward-looking
statements on management's current estimates and expectations as
well as currently available competitive, financial and economic
data. Forward-looking statements, however, are inherently
uncertain. There are a variety of factors that could cause business
results to differ materially from our forward-looking statements,
including, but not limited to, the impact of the COVID-19 pandemic
and the related reaction of governments on global and regional
market conditions and the company's business. For a description of
some additional factors that may occur that could cause actual
results to differ from our forward-looking statements, see our
Annual Report on Form 10-K for the year ended October 2, 2020, and in particular the
discussions contained under Item 1 - Business; Item 1A - Risk
Factors; Item 3 - Legal Proceedings; and Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of
Operations, and our Quarterly Report on Form 10-Q for the quarter
ended January 1, 2021, and in
particular the discussions contained under Part I, Item 2 -
Management's Discussion and Analysis of Financial Condition and
Results of Operations; Part II, Item 1 - Legal Proceedings; and
Part II, Item 1A - Risk Factors, as well as the company's other
filings with the Securities and Exchange Commission. The company is
not 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.
Non-GAAP Financial Measures
In this press release, the company has included a certain
non-GAAP financial measure as defined in Regulation G promulgated
under the Securities Exchange Act of 1934, as amended. The non-GAAP
financial measure included in this press release is the expected
accretion of the transaction to Jacobs' adjusted earnings per share
(EPS) for fiscal 2022. Reconciliation of this financial measure to
the most directly comparable GAAP measure is not available without
unreasonable efforts because Jacobs cannot predict with sufficient
certainty all the components required to provide such
reconciliation, including with respect to the costs and charges
relating to transaction related expenses to be incurred in fiscal
2022 and subsequent periods. Jacobs provides non-GAAP financial
measures to supplement U.S. GAAP measures, as they provide
additional insight into Jacobs' financial results. However,
non-GAAP measures have limitations as analytical tools and should
not be considered in isolation and are not in accordance, or a
substitute for, U.S. GAAP. In addition, other companies may define
non-GAAP measures differently, which limits the ability of
investors to compare non-GAAP measures of Jacobs to those used by
peer companies.
For additional information contact:
Investors:
Jonathan Doros, 817-239-3457
jonathan.doros@jacobs.com
Media:
Marietta Hannigan, 214-920-8035
marietta.hannigan@jacobs.com
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SOURCE Jacobs