AGRA Inc. and AMEC plc Announce Merger

Canadian-based AGRA Inc., one of North America’s largest engineering, construction and technology service firms, announced on February 16, 2000 an agreement to merge with UK-based AMEC plc, which specializes in providing professional services to international capital projects, services and investment groups and has a 40 per cent holding in the French-based electrical engineering firm SPIE S.A. The combined entity will have a market capitalization of almost $1.8 billion and will be a world-leader in the provision of design, services, applied technology and project delivery in the international engineering, construction and environmental industries market. Under the merger agreement, AGRA shareholders will have the right to elect to receive $16 in cash, or 3.053 exchangeable shares of an AMEC Canadian subsidiary, exchangeable into AMEC ordinary shares, or 3.053 AMEC ordinary shares, or any combination thereof. This will be the first time an exchangeable share mechanism has been applied in a UK/Canadian deal. The benefit to shareholders will be to provide a tax-free roll-over on the exchange as the exchangeable share is considered Canadian property.

AGRA is represented by the team of Donald C. Ross, Christopher S. Murray, Douglas R. Marshall, David T. Tetreault, David V. Pathe, Victoria Graham and Dana Easthope of Osler, Hoskin & Harcourt LLP. AMEC instructed a team from Stikeman Elliott led by Simon A. Romano, and including Melissa L. Ross, Karen E. Jackson, John M. Stransman, Nora M. Ware (corporate), Paul Collins (regulatory), John Corito, Dean A. Kraus and David G. Weekes (tax).