Global Infrastructure Solutions, Inc. (GISI) and Hill International, Inc. announced their Boards have approved the definitive agreement for combining the diverse construction management firms, setting the stage for increased competitiveness and organic growth in global, for-profit infrastructure consulting markets. Hill International is the largest private constructor of buildings, industry, and healthcare in commercial and retail markets today, as well as the leading design/build contractor for environmental and government infrastructure. Their uniqueness as a management company operating solely on fee basis, combined with their technical and managerial experience, makes the firm a welcomed addition to the GISI family. Through the dedicated efforts of Hill Internationals 8,500+ employees, we have generated approximately $11 billion in annual revenues, while enjoying project backlogs in excess of $23 billion.
The RCM&D Specialty Group provides strategic solutions and consulting in risk management, insurance, and employee benefits. As proud partners with Assurex Global, the largest private-sector insurance brokerage association in the world, the professionals at Cleveland Risk Management serve and advocate for our clients around the globe. Reagan Consulting has worked with both firms for years, and was retained to help structure, integrate, and strategically guide Unison Risk Advisors.
As a result of the transaction, Unison Risk Advisors will be 100% employee-owned and positioned within the top 30 broker-dealers. Both firms will retain their separate brands, operations, and management, while merging under the Unison Risk Advisors, DBA JBO Holdings Company, in order to increase capacity in services and special industry practices. The deal strengthens both firms, said Tony Shom, Managing Director, Chairman, Asia, GISI, and co-founder.
Citizens and Investors has previously announced that regulatory approval of the merger has been received from the Federal Reserve Board of Governors and Office of the Comptroller of the Currency. The merger does not include any financing contingencies, has unanimous support of The Hill International Board of Directors, and is expected to close in the fourth quarter of 2022, subject to regulatory approval. The merger agreement contemplates that the parties could choose to execute the transaction in one-step fashion, whereupon Hill would seek approval from shareholders for the transaction, rather than as a solicitation offering followed by a second-step merger.
Upon the successful closing of the tender offer, GISI will acquire any remaining shares that were not bid up during the tender offer in a second-step merger at the same price, making Hill International a private company under the banner of GISI. On the commencement date of the offer, the tender offer statements on Schedule TO, including an offer to buy, letter of transmittal and related documents, on Schedule TO will be filed by Global Infrastructure Solutions Inc. and Liberty Acquisition Sub Inc. with the SEC, and Hill will file with the SEC the solicitation/recommendation statements on Schedule 14D-9. The Offer to Purchase will be made pursuant only to the Offer to Purchase, a letter of transmittal and related documents filed in Schedule to the Letter of Transmittal. Under the terms of the merger agreement, GISI will begin an all-cash tender offer to acquire 100% of Hills issued and outstanding shares for $2.85 in cash per share, representing a premium of 62.8 percent over Hills closing international share price on August 16.
GISI and Hill International do not undertake any obligation or responsibility to update any forward-looking statements contained in this press release as a result of new information, future events or changes in their expectations, other than as required by law. Forward-looking statements include, without limitation, statements regarding the anticipated completion of the merger with Hill International and the timing and benefits thereof, GISIs strategies, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, anticipated product portfolios, development programs, patent terms, and other statements that are not historical facts. Forward-looking statements include, without limitation, statements related to the anticipated consummation of the merger of Hill International and the timing and benefits thereof, GISIs strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, anticipated product portfolio, development programs, patent terms and other statements that are not historical facts. The degree of the impact of the COVID-19 pandemic on the GISIs business, operations, and financial results, including the duration and extent of the outbreak, the severity of its impact, actions taken to contain or treat the virus, and how rapidly and in the degree to which business and operational conditions may be restored.
In commercial banking, Citizens Financial Group offers a wide range of financial products and solutions, including credit and lease financing, deposits and cash management services, foreign exchange, interest rates, and commodities risk management solutions, and credit union, mergers and acquisitions, and debt and equity capital markets capabilities. Consumer banking products and services include a comprehensive set of banking, lending, savings, asset management, and small business offerings. The boardroom complements GISIs construction services platform, the STO Building Group, which has an annual revenues in excess of $8 billion.
Richards (again, let us use an assumed name) had his sights set on leading the companys South American business — that is, until senior managers announced they were buying yet another major player in the business. After his company acquired a rival, and he was asked to become one of the two full-time integration managers, he was at first upset. One of Tom Halls new colleagues supported him to apply and get a position leading a strategy execution office.