Jacobs retains its innovative, next-generation
data solutions and digital technologies business
Newly streamlined portfolio enables company to
focus on distinct strategies in advanced manufacturing, cities
& places, energy, environmental, life sciences, transportation
and water
DALLAS, Sept. 27,
2024 /PRNewswire/ -- Jacobs (NYSE: J) announced today
the completion of the spin-off of its Critical Mission Solutions
and Cyber & Intelligence government services businesses (the
"Separated Business") and merger with Amentum Parent Holdings LLC,
forming an independent, publicly traded company called Amentum
Holdings, Inc. (NYSE: AMTM) ("Amentum"). The combination creates a
robust, leading government advanced engineering and technology
solutions business.
The transaction marks an important milestone in Jacobs' journey
to become a more focused and higher value company. Jacobs will
continue to be a premier provider of science-based consulting and
advisory solutions focused on addressing some of the world's most
complex critical infrastructure and sustainability challenges with
leading positions in the attractive advanced manufacturing, cities
& places, energy, environmental, life sciences, transportation
and water sectors. Jacobs also retains its innovative,
next-generation data solutions and digital technologies business,
which is core to delivering digitally enabled critical
infrastructure solutions to its clients.
"A simplified Jacobs accelerates our evolution to a more
resilient, focused, higher-growth critical infrastructure player,
positioning us to unlock high-margin work while solidifying our
leadership in fast-growing market sectors aligned to long-term
megatrends like critical infrastructure, life sciences and
semiconductors," said Jacobs Chair & CEO Bob Pragada. "With our rich history of
solving some of the biggest challenges for our clients and society,
we're building on our experience and challenging ourselves to not
just meet expectations but to exceed them – redefining what success
looks like as a leader in these high-growth sectors."
Jacobs' CFO Venk Nathamuni added, "We are steadfast in our
commitment to providing high-value solutions with improved margins,
supported by our emphasis on operational excellence and execution
to continue to drive value for our stakeholders. We look forward to
sharing our strategic plan for the future of Jacobs at our upcoming
Investor Day on February 18, 2025, in
Miami."
As further detailed in the information statement included as
part of the registration statement on Form 10 filed by Amentum with
the U.S. Securities and Exchange Commission (the "SEC"),
immediately after completion of the spin-off and merger
transactions, Jacobs' shareholders held approximately 51% of the
issued and outstanding shares of common stock of Amentum, and
Jacobs held approximately 7.5%. An additional amount of
approximately 4.5% of the issued and outstanding common stock of
Amentum (the "contingent consideration") has been placed in escrow,
to be released and delivered in the future to Jacobs and its
shareholders or the former sole equity holder of Amentum, depending
on the achievement of certain fiscal year 2024 operating profit
targets by the Separated Business. To the extent Jacobs and its
shareholders become entitled to any portion of the contingent
consideration, the first 0.5% of the outstanding shares of Amentum
will be released from escrow and delivered to Jacobs. Any further
contingent consideration to which Jacobs and its shareholders may
become entitled will be distributed on a pro rata basis to Jacobs'
shareholders as of a record date to be determined in the future.
Any shares of contingent consideration to which Jacobs and its
shareholders do not become entitled to receive will be delivered to
the former equityholder of Amentum.
Jacobs expects to file a Form 8-K with the SEC containing
unaudited preliminary pro forma consolidated financial information
to reflect the Separated Businesses as part of Jacobs' discontinued
operations no later than October 3,
2024. In addition, Jacobs intends to make available on a
voluntary basis, substantially concurrently with the filing of the
Form 8-K, certain supplemental financial information regarding
independent Jacobs on its website.
At Jacobs, we're challenging today to reinvent tomorrow –
delivering outcomes and solutions for the world's most complex
challenges. With a team of approximately 45,000, we provide
end-to-end services in advanced manufacturing, cities & places,
energy, environmental, life sciences, transportation and water.
From advisory and consulting, feasibility, planning, design,
program and lifecycle management, we're creating a more connected
and sustainable world. See how at jacobs.com and connect with
us on LinkedIn, Instagram, X and Facebook.
Forward-Looking Statement Disclaimer
Certain
statements contained in this press release constitute
forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that do not directly relate to any
historical or current fact. When used herein, words such as
"expects," "anticipates," "believes," "seeks," "estimates,"
"plans," "intends," "future," "will," "would," "could," "can,"
"may," "target," "goal" and similar words are intended to identify
forward-looking statements. Examples of forward-looking statements
include, but are not limited to, statements we make concerning our
expectations as to our future growth, prospects, financial outlook
and business strategy, including our expectations for the benefits
to be achieved through the spin-off and merger of the Separated
Business, and any assumptions underlying any of the foregoing.
Although such statements are based on management's current
estimates and expectations, and/or 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. Such factors include the uncertainties as to the impact
of the recently completed separation transaction (hereinafter
referred to as the "Separation Transaction") pursuant to which we
spun off and merged the Separated Business with Amentum
(together, "new Amentum ") on Jacobs' and new Amentum's businesses,
including a possible impact on Jacobs' credit profile, and a
possible decrease in the trading price of Jacobs' and/or the new
Amentum's shares, uncertainties as to the final allocation of
the shares of new Amentum held in escrow based on the
Separated Business achieving specific fiscal 2024 profit targets
and the value to be derived from the disposition of Jacobs' stake
in new Amentum, unexpected costs, charges or expenses related to
the provision of transition services in connection with the
Separation Transaction, business and management strategies and the
growth expectations of new Amentum. In addition, such factors may
include other factors related to our business, such as our ability
to fully execute on our corporate strategy, including our ability
to invest in the tools needed to implement our strategy,
competition from existing and future competitors in our target
markets, our ability to achieve the cost-savings and synergies
contemplated by our recent acquisitions within the expected time
frames or to achieve them fully and to successfully integrate
acquired businesses, the impact of acquisitions, strategic
alliances, divestitures, and other strategic events resulting from
evolving business strategies, including on the Company's ability to
operate as a separate public-company without the benefit of the
resources and capabilities divested as part of the Separated
Business, or to maintain its culture and retain key personnel,
customers or suppliers, the impact of any pandemic, and any
resulting economic downturn on our results, prospects and
opportunities, measures or restrictions imposed by governments and
health officials in response to the pandemic, the timing of the
award of projects and funding and potential changes to the amounts
provided for under the Infrastructure Investment and Jobs Act, as
well as other legislation related to governmental spending, any
changes in U.S. or foreign tax laws, statutes, rules, regulations
or ordinances that may adversely impact our future financial
positions or results of operations, financial market risks that may
affect the Company, including by affecting the Company's access to
capital, the cost of such capital and/or the Company's funding
obligations under defined benefit pension and postretirement plans,
as well as general economic conditions, including inflation and the
actions taken by monetary authorities in response to inflation,
changes in interest rates, and foreign currency exchange rates,
changes in capital markets, instability in the banking industry, or
the impact of a possible recession or economic downturn on our
results, prospects and opportunities, and geopolitical events and
conflicts among others. The impact of such matters includes, but is
not limited to, the possible reduction in demand for certain of our
product solutions and services and the delay or abandonment of
ongoing or anticipated projects due to the financial condition of
our clients and suppliers or to governmental budget constraints or
changes to governmental budgetary priorities; the inability of our
clients to meet their payment obligations in a timely manner or at
all; potential issues and risks related to a significant portion of
our employees working remotely; illness, travel restrictions and
other workforce disruptions that have and could continue to
negatively affect our supply chain and our ability to timely and
satisfactorily complete our clients' projects; and the inability of
governments in certain of the countries in which we operate to
effectively mitigate the financial or other impacts of any future
pandemics or infectious disease outbreaks on their economies and
workforces and our operations therein. The foregoing factors and
potential future developments are inherently uncertain,
unpredictable and, in many cases, beyond our control. For a
description of these and 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
September 29, 2023, and in particular
the discussions contained therein 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 Part II, Item 1A - Risk Factors, in our
most recently filed Quarterly Report on Form 10-Q, as well as the
Company's other filings with the U.S. 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.
For press/media inquiries:
media@jacobs.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/jacobs-advances-strategic-transformation-with-completion-of-previously-announced-spin-off-and-merger-302261343.html
SOURCE Jacobs