CHICAGO and DALLAS , June 16 /PRNewswire-FirstCall/ -- Jones Lang LaSalle Incorporated (NYSE: JLL), the world's leading financial and professional services firm specializing in real estate, and The Staubach Company, the leading real estate services firm specializing in tenant representation in the United States , announced today that they have reached a definitive agreement to combine operations. The merger will reinforce Jones Lang LaSalle's global leadership by combining its integrated global platform and industry-leading Corporate Solutions business with Staubach's extensive tenant representation capability and deep presence in key markets in the United States .
(Photo: http://www.newscom.com/cgi-bin/prnh/20080616/CLM091 )
Under the terms of the agreement, Jones Lang LaSalle will pay $613 million , with $123 million in cash and $100 million in stock paid at the transaction close and the balance paid out in cash over five years, for all of the outstanding capital stock of Staubach Holdings, Inc. The agreement also calls for potential earn out payments of up to $114 million that are subject to the achievement of certain performance metrics measured over a period of up to approximately four and one-half years after the closing. The transaction is expected to close in the third quarter subject to Hart-Scott-Rodino approval as well as other customary closing conditions. The transaction details have been posted on Jones Lang LaSalle's Web site and will be discussed on a conference call tomorrow, June 17 , at 9:30 a.m. EDT .
The transaction is expected to be accretive to earnings per share in 2009 and beyond, on a GAAP basis, as integration costs are fully expensed and debt and associated financing costs are reduced.
Transaction Highlights:
- Complementary cultures characterized by client focus and collaboration
- Highly structured transaction includes cash and stock consideration,
majority of payments in cash deferred over five years
- Transaction expected to be EPS accretive in 2009
The combined firm will operate under the Jones Lang LaSalle brand. The transaction does not include Staubach Retail Services or Cypress, Staubach's investment development business, both of which will continue to operate under license agreements.
'The Staubach Company is recognized for exceptional tenant representation
expertise and is a leading presence in markets throughout the United States .
We are delighted that they have decided to join our company,' said
Staubach leadership will hold key positions within the combined
organization.
'This merger is all about working to be the best. We want to bring the
value of what we've built at The Staubach Company to the next level and have
chosen to do this with Jones Lang LaSalle because of its global platform,
commitment to service and exceptional reputation,' said
The merger will leverage and strengthen Jones Lang LaSalle's comprehensive global platform -- including its leading Corporate Solutions business, integrated technology platform and best practices, facility management services, and energy and sustainability services -- with Staubach's powerful tenant representation platform and extensive reach into key U.S. markets. Combining the talent and resources of the two firms will secure a leadership position in public sector services; broaden the expertise in industrial brokerage, capital markets, and project and development services; and expand the resources focused on industry sectors such as law firms, health care, banking, logistics, life sciences, non-profits, data centers and contact centers.
'We expect this unique opportunity to bring together the complementary
strengths and resources of two powerful organizations into one integrated
global company will create enormous new value for our clients, our people and
our shareholders,' said
The combined firm will have 33,700 employees around the world and 11,500 in the Americas with the addition of more than 1,000 Staubach employees. The transaction also will add 14 new corporate offices to Jones Lang LaSalle's 54 in the Americas, bringing the total corporate offices in the Americas to 68 and globally to 184.
'It's not about being bigger, it's about being the best for our clients
and our people,' said
In addition to this significant transaction, Jones Lang LaSalle has made 28 acquisitions since 2006, including the recently completed Kemper's acquisition in Germany . By strengthening the firm's tenant representation business, this transaction adds to the diversification of its business by both service line and geography and bolsters the firm's ability to offset the well- publicized and severe restrictions in the availability of credit in the United States and certain European countries. This diminished availability of credit has significantly reduced the volume and pace of commercial real estate capital markets transactions starting in the second half of 2007 particularly in the United States , the United Kingdom and Germany , a trend that we expect to continue at least through 2008. This transaction also supports the firm's diversification by offering significant opportunity to serve global clients and cross sell the broad range of services on a global basis.
Jones Lang LaSalle's financial advisor was Morgan Stanley & Co. Incorporated. Jones Lang LaSalle's legal advisors were Skadden, Arps, Slate, Meagher & Flom LLP, as lead counsel, and DLA Piper. The Staubach Company's financial advisor was JP Morgan and Gardere Wynne Sewell LLP served as legal advisor.
About The Staubach Company
The Staubach Company (www.staubach.com) is a market leading real estate advisory firm that delivers cost-effective solutions for office, industrial and retail clients. It has extensive experience in strategic consulting, site selection, acquisition, disposition, construction consulting / project management, real estate administration, portfolio management, financing and capital solutions.
1,600 people in more than 70 offices throughout North America represent Staubach's 3,000+ clients. Staubach completed 7,280 transactions totaling $28 billion and 200 million square feet during the fiscal year ending June 2007 .
About Jones Lang LaSalle
Jones Lang LaSalle (NYSE: JLL) is a financial and professional services firm specializing in real estate. The firm offers integrated services delivered by expert teams worldwide to clients seeking increased value by owning, occupying or investing in real estate. With 2007 global revenue of $2.7 billion , Jones Lang LaSalle has approximately 170 offices worldwide and operates in more than 700 cities in 60 countries. The firm is an industry leader in property and corporate facility management services, with a portfolio of approximately 1.2 billion square feet worldwide. LaSalle Investment Management, the company's investment management business, is one of the world's largest and most diverse in real estate with approximately $50 billion of assets under management. For further information, please visit our Web site, www.joneslanglasalle.com.
Statements in this press release regarding, among other things, future financial results and performance, achievements, plans and objectives, dividend payments and share repurchases may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance, achievements, plans and objectives of Jones Lang LaSalle to be materially different from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include those discussed under 'Business,' 'Management's Discussion and Analysis of Financial Condition and Results of Operations,' 'Quantitative and Qualitative Disclosures about Market Risk,' and elsewhere in Jones Lang LaSalle's Annual Report on Form 10-K for the year ended December 31, 2007 , the Form 10-Q for the quarter ended March 31, 2008 and in other reports filed with the Securities and Exchange Commission. There can be no assurance that future dividends will be declared since the actual declaration of future dividends, and the establishment of record and payment dates, remains subject to final determination by the Company's Board of Directors. Statements speak only as of the date of this release. Jones Lang LaSalle expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect any change in Jones Lang LaSalle's expectations or results, or any change in events.
Conference Call
Jones Lang LaSalle will conduct a conference call for shareholders, analysts and investment professionals on Tuesday, June 17 at 9:30 a.m. EDT .
To participate in the teleconference, please dial into one of the following phone numbers five to 10 minutes before the start time:
* U.S. callers: +1 877 809 9540
* International callers: +1 706 679 7364
* Pass code: 50889144
Webcast
Follow these steps to listen to the webcast:
1. You must have a minimum 14.4 Kbps Internet connection
2. Log on to http://www.videonewswire.com/event.asp?id=49154 and follow
instructions
3. Download free Windows Media Player software: (link located under
registration form)
4. If you experience problems listening, send an e-mail to
webcastsupport@tfprn.com
Conference Call Replay
Available: 11:30 a.m. EDT Tuesday, June 17 through Midnight EDT June 30 at the following numbers:
* U.S. callers: +1 800 642 1687
* International callers: +1 706 645 9291
* Pass code: 50889144
SOURCE Jones Lang LaSalle
