Jacobs Responds to 'Mini-Tender' Offer

PASADENA, Calif., Jan 08, 2009 /PRNewswire-FirstCall via COMTEX News Network/ -- Jacobs Engineering Group Inc. (NYSE: JEC) 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." The SEC's notice is available at www.sec.gov/investor/pubs/minitend.htm.

Jacobs, with over 57,000 employees and revenues exceeding $11.0 billion, provides technical, professional, and construction services globally.

Any statements made in this release that are not based on historical fact are forward-looking statements. Although such statements are based on management's current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain. We, therefore, caution the reader that there are a variety of factors that could cause business conditions and results to differ materially from what is contained in our forward-looking statements. For a description of some of the factors which may occur that could cause actual results to differ from our forward-looking statements please refer to our 2008 Form 10-K, and in particular the discussions contained under Items 1 - Business, 1A - Risk Factors, 3 - Legal Proceedings, and 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations. We also caution the readers of this release that we do not undertake to update any forward-looking statements made herein.

For additional information contact:

John W. Prosser, Jr.

Executive Vice President, Finance and Administration

626.578.6803

SOURCE Jacobs Engineering Group Inc.

http://www.jacobs.com