Willbros Group acquire transmission firm InfrastruX for $480 million

Houston, March 11, 2010 – Willbros Group agreed to acquire InfrastruX Group, a national provider of electric power and natural gas transmission and distribution infrastructure services.

The acquisition creates an engineering and construction service provider with leadership positions in the global natural gas infrastructure markets as well as the fast-growing electric power transmission and distribution (T&D) markets in North America.

Under the agreement, stockholders of privately held InfrastruX will receive cash of $360 million and 7.9 million in new Willbros shares, amounting to nearly 20 percent of outstanding Willbros shares or $120 million, based on the Willbros 10-day average closing stock price as of March 10, 2010.

The combination will position Willbros as a leader in three attractive end markets for engineering, construction, maintenance and life-cycle extension services: hydrocarbon infrastructure, including natural gas pipelines; refining and processing plants; and the North American electric power transmission and distribution market, which is forecasted to attract in excess of $56 billion in capital investment over the next 12 years.

The electric power T&D businesses would have accounted for 25 percent of Willbros’ pro forma 2009 revenues, while revenues from Willbros’ legacy Upstream businesses would have accounted for 52 percent of pro forma 2009 revenues compared with 78 percent of actual 2009 revenues.

InfrastruX will operate as a separate segment of Willbros. This will reduce the integration risk and keep intact the InfrastruX management team, which has agreed to continue in the new Electric Transmission & Distribution Segment, led by President and CEO Michael Lennon.

The transaction is expected to close in the second quarter 2010, subject to regulatory approvals and customary closing conditions.

Goldman, Sachs & Co. is acting as Willbros’ financial advisor. Conner & Winters, LLP is serving as Willbros’ legal advisor. Financial advisors for InfrastruX were UBS Securities LLC and Credit Suisse Securities LLC.


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