Godspeed Capital Proposes to Acquire Hill International For $143.9 Million in Cash
The full text of the letter sent to
Members of the Board of Directors:
On behalf of
We believe this is a highly compelling price and represents a premium of
Our belief is that the best path to maximize shareholder value would be for the Company to entertain a transaction in which our portfolio company, Huckabee, acquires Hill at the proposed premium to the current share price.
As a micro-cap public equity, Hill has for several years underperformed on its earnings commitments and consistently struggles with liquidity. With sub-scale average annual EBITDA, industry low sub
We are of the belief that a strategic course correction executed in a private environment is the best path forward for Hill’s shareholders, employees, and customers.
For background, Godspeed is a private investment firm with extensive experience investing in Engineering, Architecture, and Government related businesses. We own a controlling interest in Huckabee, a leading architecture, engineering, and consulting services and solutions provider. As such, we have excellent insight into both the opportunities and risks associated with Hill.
We believe that Hill possesses a Culture of Excellence that is exemplified by its wonderful employees and distinguished work, all of which contributes to the Hill’s premier reputation. We firmly believe that Godspeed and Huckabee are the best partner to liberate management from the constraints of short-sighted public company performance expectations to drive a new era of growth and success for Hill while protecting and investing in the employees, culture, customer experience, and legacy. We are well positioned to grow the Company in tandem with Hill management and believe that the combination with Huckabee is a strong cultural and strategic fit.
We have held in depth discussions with our investment bank and would expect to have a fully executed, underwritten financing commitment prior to execution of the definitive merger agreement. The definitive merger agreement would not include a financing or due diligence condition.
We look forward to beginning discussions immediately and are willing to execute a confidentiality agreement. At this time, we are interested in a consensual transaction in which the parties enter into a short exclusivity period during which time we can finalize our confirmatory due diligence and negotiate the definitive agreements.
We believe our proposal is both compelling and in the best interest of your shareholders, employees, and customers. I am available to discuss this offer at your convenience and may be contacted at 202-765-1010. In advance, thank you for your consideration.
Sincerely,
Managing Partner,
Chairman,
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