US-based global consultant Hill International will be fully acquired by private construction manager Global Infrastructure Solutions Inc (GISI) for $173m, equivalent to $2.85 in cash per share.
The share price is a 62.8% premium on Hill International’s closing share price on August 16th, 2022.
All remaining shares not tendered in the offer will go through a second-step merger valued at the same price.
Engine Capital holds 10% of the outstanding common shares and has agreed to the tender offer.
UBS Investment Bank was GISI’s sole financial advisor.
Hill International will be a privately held company under the GISI banner, with the takeover fully approved by the company’s board of directors.
Hill currently employs 3,200 staff in 100 offices around the world.
Raouf Ghali, Hill International’s chief executive, said: “By joining the GISI family of companies, Hill will be well-positioned to continue to take advantage of the opportunities the industry offers while concurrently enhancing the quality of our client services thanks to GISI’s focus on long-term success.
“We are confident this decision aligns with Hill’s mission and brings value to our clients, our professionals and our investors.”
The acquisition is due to be completed before the close of 2022 and is still subject to regulatory conditions.