Contractors Unlimited

Jacobs Responds to 'Mini-Tender' Offer

Jacobs Logo Jacobs Engineering Group Inc. announced today that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation to acquire up to two million shares of Jacobs common stock, representing less than two percent of Jacobs' outstanding shares, at a price of $42.50 per share.

Jacobs does not express an opinion and does not make a recommendation as to whether shareholders should tender their shares in TRC's mini-tender offer. Jacobs is not affiliated with TRC or this tender offer and urges shareholders to consult with their broker or financial advisor. TRC's offer of $42.50 per share represents a discount of approximately 4% to the closing price of $44.35 on December 29, 2008, the day before TRC commenced its mini-tender offer, and represents a discount of approximately 17% to the closing price of $51.70 per share on January 8, 2009.

Shareholders are advised that TRC's offer is subject to numerous conditions, including any decrease in the market price of Jacobs' stock and the availability of financing for the purchase on terms satisfactory to TRC.

The U.S. Securities and Exchange Commission has issued a notice to investors concerning "mini-tender" offers noting that, "Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price" and that "mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide."

Posted 08/01/09

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