DEFM14A 1 nt10004501x2_defm14a.htm DEFM14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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ECOLOGY AND ENVIRONMENT INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ECOLOGY AND ENVIRONMENT INC.
368 Pleasant View Drive
Lancaster, NY 14086
(716) 684-8060

Dear Stockholder:

We invite you to attend a special meeting of the stockholders of Ecology and Environment Inc. (“E&E” or the “Company”) to be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville, New York 14221, at 9:00 a.m., local time, on November 20, 2019 (the “Special Meeting”). Only holders of record of Class A common stock, $0.01 par value per share, of E&E (the “Class A Common Stock”) and holders of record of Class B common stock, $0.01 par value per share, of E&E (the “Class B Common Stock” and, together with the Class A Common Stock, the “E&E Common Stock”) at the close of business on October 4, 2019, the record date for the Special Meeting (the “Record Date”), will be entitled to vote at the Special Meeting or any adjournment or postponement of the Special Meeting.

At the Special Meeting, we will ask you to vote on: (i) a proposal to adopt the Agreement and Plan of Merger, dated as of August 28, 2019 (the “Merger Agreement”), by and among WSP Global Inc., a Canadian corporation (“Parent”), Everest Acquisition Corp., a New York corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), and E&E (the “Merger Agreement Proposal”), (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to E&E’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement (the “Compensation Proposal”) and (iii) a proposal to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

Pursuant to the Merger Agreement, Merger Sub will merge with and into E&E (the “Merger”), with E&E continuing as the surviving corporation in the Merger. If the Merger is completed, E&E will become an indirect wholly owned subsidiary of Parent and you will be entitled to receive $15.00 in cash, without interest and subject to any applicable tax withholding (the “Per Share Merger Consideration”), for each share of E&E Common Stock that you own (unless you have properly exercised your dissenters’ rights with respect to any shares of Class B Common Stock you own in accordance with Section 623 of the New York Business Corporation Law), including shares that are, as of immediately prior to the effective time of the Merger, unvested and subject to restrictions. The Per Share Merger Consideration represents a premium of approximately 47.9% to the closing price of E&E Common Stock on August 27, 2019, the last full trading day prior to public announcement of E&E’s entry into the Merger Agreement. In addition to the Per Share Merger Consideration, record holders of E&E Common Stock as of the close of business on the last business day prior to the closing of the Merger will receive a one-time special cash dividend from E&E of up to $0.50 per share to be paid shortly after the closing of the Merger (the “Special Dividend”). The payment of the Special Dividend is conditioned on completion of the Merger, is subject to pro rata reduction in certain circumstances as set forth in the Merger Agreement and will be paid without interest and subject to any applicable tax withholding. We cannot complete the Merger unless all of the conditions to the completion of the Merger, including the approval of the Merger Agreement Proposal by the affirmative vote of the holders of two-thirds of the voting power of shares of E&E Common Stock outstanding on the Record Date, voting as a single class, are satisfied or waived. Concurrently with the execution of the Merger Agreement, certain stockholders that collectively beneficially own shares of E&E Common Stock with approximately 58.3% of the total voting power entered into voting and support agreements with Parent pursuant to which they committed to vote their shares of E&E Common Stock in favor of adopting the Merger Agreement, subject to certain exceptions and limitations.

Our board of directors (the “Board of Directors”), after considering the factors described more fully in the enclosed proxy statement (the “Proxy Statement”), has unanimously (i) determined that the Merger is advisable and fair to, and in the best interests of, E&E and its stockholders, (ii) approved the execution, delivery and performance of the Merger Agreement by E&E and the consummation by E&E of the transactions contemplated by the Merger Agreement, including the Merger, and (iii) resolved to recommend the adoption of the Merger Agreement by the

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holders of E&E Common Stock and directed that the Merger Agreement be submitted for adoption by the holders of E&E Common Stock at the Special Meeting. The Board of Directors recommends that you vote: (1) “FOR” the Merger Agreement Proposal; “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting.

In the materials accompanying this letter, you will find a Notice of Special Meeting of Stockholders, a proxy statement relating to the actions to be taken by our stockholders at the Special Meeting and a proxy card. The Proxy Statement includes other important information about the Merger Agreement and the Merger. We encourage you to read the entire Proxy Statement and its annexes carefully. A copy of the Merger Agreement is attached as Annex A to the attached Proxy Statement.

Your vote is very important, regardless of how many shares you own. Whether or not you plan to attend the Special Meeting, please complete, sign, date and return your proxy card in the enclosed envelope as promptly as possible or submit your proxy over the Internet or by telephone as instructed in these materials. It is important that your shares be represented and voted at the Special Meeting. If you are a stockholder of record, you may vote in person at the Special Meeting as you wish, even if you have previously returned your proxy card or appointed a proxy over the Internet or by telephone. If your shares are held in the name of your bank, brokerage firm or other nominee or trustee, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote in person at the Special Meeting.

If your shares of E&E Common Stock are held in street name by your bank, brokerage firm or other nominee or trustee, your bank, brokerage firm or other nominee or trustee will be unable to vote your shares of E&E Common Stock without instructions from you. You should instruct your bank, brokerage firm or other nominee or trustee as to how to vote your shares of E&E Common Stock, following the procedures provided by your bank, brokerage firm or other nominee or trustee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of E&E Common Stock “FOR” the Merger Agreement Proposal will have the same effect as voting against the Merger Agreement Proposal.

If you have any questions or need assistance voting your shares of E&E Common Stock, please contact our proxy solicitor:

D.F. King & Co, Inc.
48 Wall Street
New York, NY 10005
Call Toll-free: (800) 249-7148
Banks and Brokers Call: (212) 269-5550
EEI@dfking.com

On behalf of our Board of Directors, I thank you for your support and urge you to vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

 
Sincerely,
   
 
 

 
Marshall A. Heinberg
Executive Chairman

Neither the United States Securities and Exchange Commission nor any state securities regulator has approved or disapproved the Merger described in the Proxy Statement or determined if the Proxy Statement is adequate or accurate. Any representation to the contrary is a criminal offense.

The accompanying Proxy Statement is dated October 8, 2019, and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about October 9, 2019.

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ECOLOGY AND ENVIRONMENT INC.
368 Pleasant View Drive
Lancaster, NY 14086
(716) 684-8060

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 20, 2019

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders of Ecology and Environment Inc. (“E&E” or the “Company”) that will be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville, New York 14221, 9:00 a.m., local time, on November 20, 2019 (the “Special Meeting”), for the following purposes:

1.To consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of August 28, 2019 (the “Merger Agreement”), by and among WSP Global Inc., a Canadian corporation (“Parent”), Everest Acquisition Corp., a New York corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), and E&E (the “Merger Agreement Proposal”);
2.To consider and vote upon a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to E&E’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement (the “Compensation Proposal”); and
3.To vote to adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

Our board of directors (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement (the “Proxy Statement”), has unanimously (i) determined that the merger contemplated by the Merger Agreement (the “Merger”) is advisable and fair to, and in the best interests of, E&E and its stockholders, (ii) approved the execution, delivery and performance of the Merger Agreement by E&E and the consummation by E&E of the transactions contemplated by the Merger Agreement, including the Merger, and (iii) resolved to recommend the adoption of the Merger Agreement by the holders of E&E Common Stock (as defined below) and directed that the Merger Agreement be submitted for adoption by the holders of E&E Common Stock at the Special Meeting. This item of business to be submitted to a vote of the stockholders at the Special Meeting is more fully described in the enclosed Proxy Statement, which we urge you to read carefully. Our Board of Directors unanimously recommends that you vote (a) “FOR” the Merger Agreement Proposal, (b) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal and (c) “FOR” the Adjournment Proposal. No other business will be conducted at the Special Meeting.

Holders of record of Class A common stock, $0.01 par value per share, of E&E (the “Class A Common Stock”) and holders of record of Class B common stock, $0.01 par value per share, of E&E (the “Class B Common Stock” and, together with the Class A Common Stock, the “E&E Common Stock”) at the close of business on October 4, 2019, the record date for the Special Meeting (the “Record Date”), are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement of the meeting. All stockholders are cordially invited to attend the Special Meeting in person. Approval of the Merger Agreement Proposal will require the affirmative vote of the holders of two-thirds of the voting power of shares of E&E Common Stock outstanding on the Record Date, voting as a single class. Approval of the Compensation Proposal will require the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class. Approval of the Adjournment Proposal will require the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class. Concurrently with

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the execution of the Merger Agreement, certain stockholders that collectively beneficially own shares of E&E Common Stock with approximately 58.3% of the total voting power entered into voting and support agreements with Parent pursuant to which they committed to vote their shares of E&E Common Stock in favor of adopting the Merger Agreement, subject to certain exceptions and limitations.

Dissenters’ rights are available to holders of Class B Common Stock under New York law in connection with the Merger. A copy of the applicable statutory provisions is included as Annex C to the accompanying Proxy Statement, and a summary of these provisions can be found under “The Merger—Dissenters’ Rights for E&E Class B Stockholders” in the accompanying Proxy Statement.

You should not send any certificates representing shares of E&E Common Stock with your proxy card. Promptly after the completion of the Merger, you will be sent instructions regarding the procedure to exchange your certificates representing shares of E&E Common Stock and/or uncertificated shares of E&E Common Stock in book-entry form for the cash consideration you are entitled to receive for the shares of E&E Common Stock that you own.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE MERGER AGREEMENT PROPOSAL, “FOR” THE COMPENSATION PROPOSAL AND “FOR” THE ADJOURNMENT PROPOSAL. YOUR VOTE IS IMPORTANT.

Your vote is very important, regardless of the number of shares you own. Even if you plan to attend the Special Meeting in person, we request that you complete, sign, date and return the enclosed proxy card, or appoint a proxy over the Internet or by telephone as instructed in these materials, to ensure that your shares will be represented and voted at the Special Meeting. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

If you fail to return your proxy card or if you fail to appoint a proxy over the Internet or by telephone, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the Merger Agreement Proposal, but will have no effect on the vote on the Compensation Proposal or the Adjournment Proposal. If you do attend the Special Meeting and wish to vote in person, you may withdraw your proxy and vote in person. If your shares are held in the name of your broker, bank or other nominee or trustee, you must obtain a legal proxy, executed in your favor, from the holder of record to be able to vote in person at the Special Meeting.

No person has been authorized to give any information or to make any representations other than those set forth in the Proxy Statement in connection with the solicitation of proxies made hereby, and, if given or made, such information must not be relied upon as having been authorized by E&E or any other person.

 
Sincerely,
   
 
 

 
Colleen C. Mullaney-Westfall, Esq.
 
Corporate Secretary

October 8, 2019
Lancaster, New York

IN ADDITION TO DELIVERING THE PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON NOVEMBER 20, 2019 TO E&E STOCKHOLDERS BY MAIL, THE PROXY STATEMENT FOR THE SPECIAL MEETING IS ALSO AVAILABLE AT HTTP://WWW.ASTPROXYPORTAL.COM/AST/01322/. This Proxy Statement is dated October 8, 2019, and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about October 9, 2019.

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SUMMARY

This summary highlights selected information from this proxy statement (the “Proxy Statement”) and may not contain all of the information that is important to you. To fully understand the Merger (as defined below), and for a more complete description of the terms of the Merger Agreement (as defined below), you should read carefully this entire Proxy Statement and the documents to which we refer. See the section of this Proxy Statement titled “Other Matters—Where You Can Find More Information” (page 82) to obtain additional information on E&E. We have included page references in parentheses to direct you to a more complete description of the topics presented in this summary. The Merger Agreement is attached as Annex A to this Proxy Statement. We encourage you to read the Merger Agreement as it is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “E&E,” “we,” “our,” “us,” the “Company” and similar words refer to Ecology and Environment Inc., and the “Board of Directors” refers to the board of directors of E&E. Throughout this Proxy Statement, we refer to WSP Global Inc. as “Parent” or “WSP” and Everest Acquisition Corp. as “Merger Sub.” In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated as of August 28, 2019, by and among E&E, Parent and Merger Sub, as the “Merger Agreement,” our Class A common stock, par value $0.01 per share, as “Class A Common Stock”, our Class B common stock, par value $0.01 per share, as “Class B Common Stock” and, together with the Class A Common Stock, the “E&E Common Stock”, and the holders of E&E Common Stock, as “stockholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

Ecology and Environment Inc. (page 16). E&E is an environmental and engineering consulting firm employing professionals in scientific, engineering and planning disciplines that works collaboratively with clients to develop technically sound, science-based solutions to the leading environmental challenges of our time. E&E’s staff is comprised of individuals representing numerous scientific, engineering, health, and social disciplines working together in multidisciplinary teams to provide innovative environmental solutions. The majority of E&E’s employees hold bachelor’s and/or advanced degrees in such areas as chemical, civil, mechanical, sanitary, soil, structural and transportation engineering, biology, geology, hydrogeology, ecology, urban and regional planning and oceanography. E&E’s client list includes governments, industries, multinational corporations, organizations, and private companies. Major markets that E&E participates in, and the services E&E provides to clients within those markets, include offshore resources, pipelines and liquefied natural gas, renewables, electric transmission, site assessment and remediation, armed services, federal lands and waters, international project development, emergency management planning and water and ecosystem restoration. E&E is headquartered in Lancaster, New York.

WSP Global Inc. and Everest Acquisition Corp. (page 16). Parent is a Canadian corporation that is one of the world’s leading professional services firms, providing engineering and design services to clients in the transportation & infrastructure, property & buildings, environment, power & energy, resources and industry sectors, as well as offering strategic advisory services. Parent’s experts include engineers, advisors, technicians, scientists, architects, planners, surveyors and environmental specialists, as well as other design, program and construction management professionals. With approximately 49,000 employees globally, Parent is well-positioned to deliver successful and sustainable projects and fulfill the needs of its clients.

Merger Sub, an indirect wholly owned subsidiary of Parent, is a New York corporation that was formed for the purpose of effecting the Merger. In the Merger, Merger Sub will be merged with and into E&E, with E&E surviving as an indirect wholly owned subsidiary of Parent.

The Merger (page 21). Under the Merger Agreement, Merger Sub will merge with and into E&E (the “Merger”), and E&E will be the surviving corporation in the Merger (the “Surviving Corporation”) and an indirect wholly owned subsidiary of Parent. E&E stockholders will receive cash in the Merger in exchange for their shares of E&E Common Stock.

Per Share Merger Consideration (page 54). If the Merger is completed, each share of E&E Common Stock that is outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares (i) held by E&E (or held in E&E’s treasury), (ii) held by any wholly owned subsidiary of E&E, (iii) held by Parent, Merger Sub or any other wholly owned subsidiary of Parent or (iv) held by holders of Class B Common Stock who have properly exercised their dissenters’ rights in accordance with Section 623 of the New York Business Corporation Law (“NYBCL”) (as described in the section of this Proxy Statement titled “The Merger—Dissenters’ Rights for E&E

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Class B Stockholders” (page 46)), including shares that are, as of immediately prior to the Effective Time, unvested and subject to restrictions, will be converted into the right to receive $15.00 in cash (the “Per Share Merger Consideration”), without interest and subject to any applicable tax withholding.

The holders of shares (i) held by E&E (or held in E&E’s treasury), (ii) held by any wholly owned subsidiary of E&E, or (iii) held by Parent, Merger Sub or any other wholly owned subsidiary of Parent are referred to in this Proxy Statement as the “Excluded Holders.”

Special Dividend (page 55). If the Merger is completed, in addition to being entitled to receive the Per Share Merger Consideration, record holders of E&E Common Stock as of the close of business on the last business day prior to the closing of the Merger will receive a one-time special cash dividend from E&E of up to $0.50 per share to be paid shortly after the closing of the Merger (the “Special Dividend”). The payment of the Special Dividend is conditioned on completion of the Merger, is subject to pro rata reduction in certain circumstances as set forth in the Merger Agreement and will be paid without interest and subject to applicable tax withholding. For more information, please see the section of this Proxy Statement titled “The Merger Agreement—Special Dividend” (page 55).

Treatment of E&E Equity Awards (page 42). The Merger Agreement provides that, as of immediately prior to the Effective Time, each restricted share of E&E Common Stock that is unvested and on which restrictions have not yet lapsed as of immediately prior to the Effective Time (“E&E Restricted Stock”) will (i) automatically become fully vested and all restrictions applicable thereto will lapse and (ii) terminate and be converted into the right to receive, without duplication, (A) the Per Share Merger Consideration, less (B) any applicable withholding for taxes. For more information, please see the section of this Proxy Statement titled “The Merger Agreement—Merger Consideration” (page 54).

Reasons for the Recommendation of our Board of Directors (page 29). In the course of reaching its decision to approve the Merger and the Merger Agreement, our Board of Directors carefully considered the terms and conditions of the proposed Merger as well as a number of other factors. Certain of those factors are described in “The Merger—Reasons for the Recommendation of our Board of Directors” (page 29).

Opinion of E&E’s Financial Advisor (page 33). In connection with the Merger, on August 27, 2019, E&E’s financial advisor, Robert W. Baird & Co. Incorporated (“Baird”), orally rendered its opinion to the Board of Directors, which was subsequently confirmed in writing by delivery of Baird’s written opinion addressed to the Board of Directors dated August 27, 2019, as to the fairness, as of the date of such opinion and from a financial point of view, to the holders of E&E Common Stock (other than the Excluded Holders) of the Per Share Merger Consideration to be received by such holders in the Merger. Baird’s opinion was directed to the Board of Directors (in its capacity as the Board of the Directors) and only addressed the fairness, from a financial point of view, to the holders of E&E Common Stock (other than the Excluded Holders) of the Per Share Merger Consideration to be received by such holders in the Merger and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Baird’s opinion in this Proxy Statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this Proxy Statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Baird in connection with the preparation of its opinion. However, neither Baird’s opinion nor the summary of its opinion and the related analyses set forth in this Proxy Statement are intended to be, and do not constitute, advice or a recommendation to the Board of Directors, any security holder of E&E or any other person as to how to act or vote with respect to any matter relating to the Merger. For a description of the opinion that our Board of Directors received from Baird, see the section of this Proxy Statement titled “The Merger—Opinion of E&E’s Financial Advisor” (page 33).

Vote Required and Recommendation of the Board of Directors (page 41).

Merger Agreement Proposal. The proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”) requires the affirmative vote of the holders of two-thirds of the voting power of shares of E&E Common Stock outstanding at the close of business on October 4, 2019, the record date for the Special Meeting (the “Record Date”), voting as a single class. As of the Record Date, there are 3,138,323 shares of Class A Common Stock and 1,191,678 shares of Class B Common Stock entitled to be voted at the Special Meeting of the E&E stockholders to be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville, New York 14221, at 9:00 a.m., local time, on November 20, 2019 (the “Special Meeting”). At the Special Meeting, holders of record of E&E Common Stock at the close of

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business on the Record Date will have (a) one-tenth of one vote for each share of Class A Common Stock owned by such holders at the close of business on the Record Date and (b) one vote for each share of Class B Common Stock owned by such holders at the close of business on the Record Date.

Compensation Proposal. The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to E&E’s named executive officers that is based on or otherwise relates to the Merger (the “Compensation Proposal”) requires the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class.

Adjournment Proposal. The proposal to adjourn the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies to vote in favor of the Merger Agreement Proposal (the “Adjournment Proposal”) requires the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class.

Our Board of Directors carefully reviewed and considered the terms and conditions of the proposed Merger. Based on its review, our Board of Directors unanimously (i) determined that the Merger is advisable and fair to, and in the best interests of, E&E and its stockholders, (ii) approved the execution, delivery and performance of the Merger Agreement by E&E and the consummation by E&E of the transactions contemplated by the Merger Agreement (the “Contemplated Transactions”), including the Merger, and (iii) resolved to recommend the adoption of the Merger Agreement by the holders of E&E Common Stock and directed that the Merger Agreement be submitted for adoption by the holders of E&E Common Stock at the Special Meeting.

Our Board of Directors unanimously recommends that you vote “FOR” the Merger Agreement Proposal. “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Voting Agreements (page 17). Concurrently with the execution and delivery of the Merger Agreement, Marshall A. Heinberg, Michael C. Gross, Michael El-Hillow, the Gerhard J. Neumaier Testamentary Trust, Frank B. Silvestro, Ronald L. Frank, Gerald A. Strobel, Justin C. Jacobs and Mill Road Capital II, L.P. (the “Supporting Stockholders”) entered into voting and support agreements (the “Voting Agreements”) with Parent pursuant to which each such Supporting Stockholder agreed, among other things and subject to certain exceptions and limitations, to vote the shares of E&E Common Stock beneficially owned by such Supporting Stockholders, and any additional securities of E&E (including E&E Common Stock) of which such Supporting Stockholders acquire record and/or beneficial ownership after the date of the Voting Agreement in favor of the Merger and the adoption of the Merger Agreement. As of the date of the Voting Agreements, the Supporting Stockholders beneficially owned 540,187 shares of Class A Common Stock and 828,435 shares of Class B Common Stock, which represents approximately 58.3% of the total voting power of E&E Common Stock.

Interests of Our Directors and Executive Officers in the Merger (page 42). In considering the recommendation of our Board of Directors to vote in favor of the Merger Agreement Proposal, stockholders should be aware that our directors and executive officers have interests in the completion of the Merger that are different from, or in addition to, the interests of our stockholders generally. The members of the Board of Directors were aware of such different or additional interests and considered those interests, among other matters, in negotiating, evaluating, and approving the Merger Agreement, and in recommending to E&E's stockholders that the Merger Agreement Proposal be approved. These interests include the following:

Retention arrangements and the right to severance in certain circumstances; and
The accelerated vesting of outstanding shares of E&E Restricted Stock.

For more information, please see the section of this Proxy Statement titled “The Merger—Interests of Our Directors and Executive Officers in the Merger” (page 42).

Dissenters’ Rights for E&E Class B Stockholders (page 46). Holders of Class A Common Stock are not entitled to dissenters’ rights under New York law in connection with the Merger. Holders of Class B Common Stock may be entitled to dissenters’ rights under New York law in connection with the Merger, provided such rights are properly perfected. Holders of Class B Common Stock must comply with the requirements of the NYBCL in order to be entitled to have the “fair value” (as described in Section 623 of the NYBCL) of their shares of Class B Common

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Stock determined by judicial proceedings and to receive payment based on that valuation instead of receiving the Per Share Merger Consideration. Due to the complexity of the dissenters’ rights process, stockholders who wish to seek to be paid the “fair value” of their shares of Class B Common Stock are encouraged to seek the advice of legal counsel with respect to the exercise of dissenters’ rights.

Holders of Class B Common Stock considering whether to exercise dissenters’ rights should be aware that the “fair value” of their shares of Class B Common Stock as determined pursuant to Section 623 of the NYBCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not exercise their dissenters’ rights.

To exercise your dissenters’ rights, you must file with E&E a written objection to the Merger and Merger Agreement prior to the vote by the stockholders on the adoption of the Merger Agreement. Your failure to follow exactly the procedures specified under the NYBCL will result in the loss of your dissenters’ rights. The NYBCL requirements for exercising dissenters’ rights are described in further detail in this Proxy Statement, and the relevant sections of the NYBCL regarding dissenters’ rights are reproduced and attached as Annex C to this Proxy Statement. If you hold your shares of Class B Common Stock in “street name” through a bank, broker, or other nominee or trustee and you wish to exercise dissenters’ rights, you should consult with your bank, broker, or other nominee or trustee to determine the appropriate procedures for the making of a demand for appraisal by such bank, broker, nominee or trustee.

For more information, see the section of this Proxy Statement titled “The Merger—Dissenters’ Rights for E&E Class B Stockholders” (page 46).

Certain Material U.S. Federal Income Tax Consequences of the Merger (page 48).

In general, the receipt of the Per Share Merger Consideration by you in exchange for your shares of E&E Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Generally, subject to the more complete summary referenced below, if you are a “U.S. Holder” (as defined in the section of this Proxy Statement titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” (page 48)), this means that for U.S. federal income tax purposes you will recognize gain or loss equal to the difference, if any, between the Per Share Merger Consideration you receive in the Merger and your adjusted tax basis in your shares of E&E Common Stock. If you are a “non-U.S. Holder” (as defined in the section of this Proxy Statement titled “The Merger – Certain Material U.S. Federal Income Tax Consequences of the Merger” (page 48)), you generally will not be subject to U.S. federal income tax with respect to the receipt of the Per Share Merger Consideration in exchange for your shares of E&E Common Stock unless you have certain connections with the United States.

Additionally, we intend to report the Special Dividend as a distribution with respect to the E&E Common Stock, which will likely be taxable to you.

You should read the section of this Proxy Statement titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” (page 48) for a more complete summary of certain material U.S. federal income tax consequences of the Merger.

TAX MATTERS CAN BE COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER TO YOU WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR TO UNDERSTAND FULLY THE TAX CONSEQUENCES OF THE MERGER TO YOU, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

Regulatory Approvals Required for the Merger (page 51). Under the Merger Agreement, each of E&E and Parent has agreed to use reasonable best efforts, subject to specified limitations, to take, or cause to be taken, all actions necessary, proper or advisable to consummate and make effective the Merger and the other Contemplated Transactions, including obtaining any clearance required by the Committee on Foreign Investment in the United States and each member agency thereof acting in such capacity (“CFIUS”). The completion of the Merger is subject to the satisfaction of the CFIUS Condition (as defined below) without the imposition on Parent of any Burdensome Condition (as defined below). See the sections of this Proxy Statement titled “The Merger Agreement—Efforts to Complete the Merger” (page 68) and “The Merger Agreement—Conditions to Completion of the Merger” (page 70).

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The Special Meeting (page 17).

Time, Date and Place. The Special Meeting will be held to consider and vote upon (a) the Merger Agreement Proposal, (b) the Compensation Proposal and (c) the Adjournment Proposal. The Special Meeting will be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville, New York 14221, at 9:00 a.m., local time, on November 20, 2019.

Record Date and Voting Power. You are entitled to vote at the Special Meeting if you owned shares of E&E Common Stock at the close of business on October 4, 2019, the Record Date for the Special Meeting. At the Special Meeting, you will have (a) one-tenth of one vote for each share of Class A Common Stock you owned at the close of business on the Record Date and (b) one vote for each share of Class B Common Stock you owned at the close of business on the Record Date. As of the Record Date, there were 3,138,323 shares of Class A Common Stock outstanding and entitled to be voted at the Special Meeting and 1,191,678 shares of Class B Common Stock outstanding and entitled to be voted at the Special Meeting.

Procedure for Voting. To vote, you can (1) complete, sign, date and return the enclosed proxy card, (2) appoint a proxy over the Internet or by telephone or (3) attend the Special Meeting and vote in person. If your shares are held in “street name” by your broker, bank or other nominee or trustee, you should instruct your broker to vote your shares by following the instructions provided by your broker. Your broker will not vote your shares without instruction from you. Failure to instruct your broker to vote your shares will have the same effect as a vote “against” the Merger Agreement Proposal, Compensation Proposal and the Adjournment Proposal.

Required Vote. The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of two-thirds of the voting power of shares of E&E Common Stock outstanding on the Record Date, voting as a single class. The approval of the Compensation Proposal requires the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class. The approval of the Adjournment Proposal requires the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class. Abstentions and broker non-votes will have the same effect as “against” votes with respect to (1) the Merger Agreement Proposal, (2) the Compensation Proposal and (3) the Adjournment Proposal. Broker non-votes are shares held in “street name” by the beneficial owner of the shares and for which no instruction has been given to the broker on how to vote the shares, and the broker then does not vote the shares because the broker does not have the discretionary authority to do so.

The Merger Agreement (page 53).

Go-Shop Period; No Solicitation of Competing Transactions by E&E. Under the Merger Agreement, during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. (New York time) on September 27, 2019, E&E and its directors, officers, attorneys, investment bankers and other representatives had the right to:

initiate, solicit, facilitate and encourage the making of any proposal or offer from any person or entity that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as defined in the section titled “The Merger Agreement—Go-Shop Period” (page 61)), including by way of providing access to non-public information to such person or entity and their respective representatives, so long as such person or entity has executed an Acceptable Confidentiality Agreement (as defined in the section titled “The Merger Agreement—Go-Shop Period” (page 61)), provided that E&E must, promptly (and in any event within 24 hours) after furnishing such information to such person or entity, furnish to Parent any such information relating to E&E and its subsidiaries that was not previously provided or made available to Parent;
initiate, engage in, continue or otherwise participate in any discussions or negotiations with any person or entity regarding any Acquisition Proposal; and
otherwise cooperate with, assist or participate in or facilitate any such inquiries, proposals, discussions or negotiations with, or any effort or attempt to make any Acquisition Proposal by, any person or entity.

Pursuant to the Merger Agreement, on September 27, 2019, E&E notified Parent in writing that there was no person or entity or group of persons or entities (including each person or entity within any group of persons or entities) from whom E&E or any of its representatives had received, prior to September 27, 2019, a bona fide, written Acquisition Proposal (inclusive of any amendment or modification thereto, regardless of when delivered) that the Board of Directors determined in good faith, after taking into account the advice of an independent financial advisor and

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outside legal counsel, constituted a Superior Offer (as defined in the section titled “The Merger Agreement—No Solicitation or Discussions by E&E (page 61) or could be expected to result in a Superior Offer (an “Excluded Person”)

Under the Merger Agreement, subject to certain exceptions, E&E has agreed that from 11:59 p.m. (New York time) on September 27, 2019 until the Effective Time or, if earlier, the valid termination of the Merger Agreement, it will not (and will not resolve or publicly propose to), directly or indirectly, and will ensure that each of its controlled subsidiaries (excluding GAC (as defined in the section titled “The Merger Agreement—Interim Operations of E&E” (page 58))) does not (and does not resolve or publicly propose to), and will use its reasonable best efforts to cause each of its other subsidiaries not to (and not to resolve or publicly propose to), and will use its reasonable best efforts to cause its and their respective representatives not to, directly or indirectly (other than with respect to Parent and Merger Sub and their respective representatives acting on Parent’s behalf):

solicit, initiate, knowingly encourage, assist, knowingly induce or knowingly facilitate the making, submission or announcement of any Acquisition Proposal;
furnish or otherwise provide access to any information regarding E&E or any of its subsidiaries to any person or entity in connection with or in response to an Acquisition Proposal;
other than informing any person or entity of the existence of the provisions of the Merger Agreement prohibiting solicitation of, and discussions and negotiations with respect to, alternative transactions, engage in discussions or negotiations with any person or entity with respect to any Acquisition Proposal; provided, however, that E&E and its representatives are permitted to ascertain facts with regard to or clarify terms of an Acquisition Proposal solely to the extent necessary to permit E&E’s board of directors to have sufficient information to make the determination as to whether an Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Offer;
approve, endorse or recommend any Acquisition Proposal; or
enter into any letter of intent, memorandum of understanding, agreement in principle or similar document or any contract constituting or relating directly or indirectly to, or that would reasonably be expected to result directly or indirectly in, an Acquisition Transaction (as defined in the section titled “The Merger Agreement—Go-Shop Period” (page 61)).

Under the Merger Agreement, at any time on or after 11:59 p.m. (New York time) on September 27, 2019 and prior to the adoption of the Merger Agreement by the affirmative vote of the holders of two-thirds of the voting power of shares of E&E Common Stock outstanding on the Record Date for the Special Meeting, voting as a single class (the “Required Stockholder Vote”), E&E may furnish nonpublic information regarding E&E and its subsidiaries to, and may enter into discussions or negotiations with, any person or entity in response to an unsolicited, bona fide, written Acquisition Proposal submitted after the date of the Merger Agreement (and not withdrawn) if:

none of E&E, any of its subsidiaries or any of their respective representatives have materially breached the provisions of the Merger Agreement prohibiting solicitation of, and discussions and negotiations with respect to, alternative transactions;
the E&E board of directors determines in good faith, after having taken into account the advice of an independent financial advisor and E&E’s outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Offer;
the E&E board of directors determines in good faith, after having taken into account the advice of E&E’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary obligations to E&E’s stockholders under applicable New York law;
prior to furnishing any such non-public information to such person or entity, E&E receives from such person or entity an executed Acceptable Confidentiality Agreement (as defined in the section titled “The Merger Agreement—Go-Shop Period” (page 61)); and
promptly after (and in any event within 24 hours of) furnishing any non-public information to such person or entity, E&E furnishes such non-public information to Parent (to the extent such non-public information has not been previously furnished by E&E to Parent).

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Under the Merger Agreement, if E&E, its subsidiaries or any of their representatives (acting on behalf of E&E or its subsidiaries) receives an Acquisition Proposal or any request for non-public information regarding E&E or its subsidiaries that would reasonably be expected to relate directly or indirectly to an Acquisition Transaction at any time during the period from 11:59 p.m. (New York time) on September 27, 2019 through the Effective Time, E&E has agreed to promptly (and in no event later than 24 hours after receipt thereof) (a) advise Parent both orally and in writing of such Acquisition Proposal or request (including the identity of the person or entity making or submitting such Acquisition Proposal or request and the material terms and conditions thereof) and (b) provide Parent with copies of any written indication of interest or similar documents received by E&E or such subsidiary or any of their representatives setting forth the material terms and conditions of such Acquisition Proposal or any material modification or proposed material modification thereto. Under the Merger Agreement, E&E also has agreed to keep Parent promptly informed of any material development regarding, or material change in the status of, any such Acquisition Proposal or request. Under the Merger Agreement, E&E has further agreed that it may not furnish any non-public information regarding E&E or its subsidiaries, and may not enter into discussions or negotiations with any person or entity (other than Parent and its representatives) regarding any Acquisition Proposal after the adoption of the Merger Agreement by the Required Stockholder Vote.

Conditions to the Merger. The completion of the Merger is subject to the satisfaction or waiver of a number of closing conditions, including, among others, (1) adoption of the Merger Agreement by the Required Stockholder Vote, (2) the absence of certain legal restraints prohibiting the Merger, (3) the absence of certain legal proceedings brought by a governmental entity relating to the Merger, (4) the clearance of the Merger by CFIUS without the imposition of a Burdensome Condition, (5) subject to certain materiality qualifications, the continued accuracy of E&E’s representations and warranties, and compliance by E&E with the covenants and obligations to be performed by E&E at or prior to the consummation of the Merger and (6) the completion of the Restructuring (as defined in the section titled “The Merger Agreement—Restructuring” (page 70)). See the section of this Proxy Statement titled “The Merger Agreement—Conditions to Completion of the Merger” (page 70).

Expenses. The Merger Agreement provides that, except with respect to termination fees and the expense payment described below, all fees and expenses incurred in connection with the Merger Agreement or any of the transactions contemplated thereby will be paid by the party incurring such fees and expenses, whether or not the Merger is completed; provided, however, that Parent and E&E will equally share all filing fees and similar expenses incurred in connection with the filing by the parties to the Merger Agreement of any notice or other document under any applicable foreign antitrust or competition-related law or regulation or the filing of any notice or other document with CFIUS, the Defense Counterintelligence and Security Agency (“DCSA”) or any other governmental body described above or pursuant to any other law.

Termination of the Merger Agreement. The Merger Agreement may be terminated prior to the Effective Time (whether before or after the adoption of the Merger Agreement by the Required Stockholder Vote) in accordance with its terms as follows:

by the mutual written consent of Parent and E&E;
by either Parent or E&E if the Merger has not been completed by the Outside Date (as defined in the section titled “The Merger Agreement—Termination of the Merger Agreement” (page 72)) provided, however, that a party may not terminate the Merger Agreement on such basis if the failure to complete the Merger by the Outside Date was proximately caused by the action of such party or failure on the part of such party to act and such action or failure constituted a material breach of the Merger Agreement;
by either Parent or E&E if a Specified Governmental Body (as defined in the section titled “The Merger Agreement—Conditions to Completion of the Merger” (page 70)) has issued a final and nonappealable order having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger or a law has been enacted by a Specified Governmental Body that makes consummation of the Merger illegal;
by either Parent or E&E if: (a) the Special Meeting (including any adjournments and postponements thereof) has been held and completed and E&E’s stockholders have taken a final vote on a proposal to adopt the Merger Agreement; and (b) the Merger Agreement has not been adopted at the Special Meeting (and has not been adopted at any adjournment or postponement thereof) by the Required Stockholder Vote;

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provided, however, that a party may not terminate the Merger Agreement on such basis if the failure to have the Merger Agreement adopted by the Required Stockholder Vote was proximately caused by the action of such party or failure on the part of such party to act and such action or failure constitutes a material breach of the Merger Agreement;

by either Parent or E&E following a Final CFIUS Turndown (as defined in the section titled “The Merger Agreement—Termination of the Merger Agreement” (page 72)); provided, however, that a party may not terminate the Merger Agreement on such basis if such Final CFIUS Turndown was proximately caused by the action of such party or failure on the part of such party to act and such action or failure constituted a material breach of the Merger Agreement;
by Parent (at any time prior to the adoption of the Merger Agreement by the Required Stockholder Vote) if a Triggering Event (as defined in the section titled “The Merger Agreement—Termination of the Merger Agreement” (page 72)) has occurred;
by Parent if (a) any of E&E’s representations or warranties contained in the Merger Agreement was not true and correct, which failure to be true and correct would give rise to the failure of any of the closing conditions relating to the accuracy of E&E’s representations and warranties to be satisfied; (b) any of E&E’s covenants or obligations contained in the Merger Agreement was breached such that the closing condition relating to the performance by E&E of its pre-closing covenants and obligations would not be satisfied; or (c) a Material Adverse Effect (as defined in the section titled “The Merger Agreement—Representations and Warranties” (page 56)) occurred (other than, in the case of this clause “(c)”, to the extent such Material Adverse Effect (i) was as a result of an effect that had or would reasonably be expected to have prevented, materially delayed or materially impaired the ability of E&E to timely consummate the Merger or any of the other transactions contemplated by the Merger Agreement and (ii) resulted from or arose out of any legal proceeding in any manner challenging or seeking to prevent, enjoin, materially alter or materially delay the Merger of any of the other transactions contemplated by the Merger Agreement) and remained uncured for a period of 60 days commencing on the date that Parent gives E&E written notice of the occurrence of such Material Adverse Effect; provided, however, that if an inaccuracy in any of E&E’s representations or warranties or a breach of a covenant or obligation by E&E is curable by E&E prior to the Outside Date and E&E is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then Parent may not terminate the Merger Agreement on account of such inaccuracy or breach unless such inaccuracy or breach remains uncured for a period of 30 days commencing on the date that Parent gives E&E written notice of such inaccuracy or breach;
by E&E if: (a) any of Parent’s representations or warranties contained in the Merger Agreement was not true and correct, which failure to be true and correct would give rise to the failure of the closing condition relating to the accuracy of Parent’s representations and warranties to be satisfied; or (b) if any of Parent’s covenants or obligations contained in the Merger Agreement was breached such that the closing condition relating to the performance by Parent of its pre-closing covenants and obligations would not be satisfied; provided, however, that if an inaccuracy in any of Parent’s representations or warranties as of a date subsequent to the date of the Merger Agreement or a breach of a covenant or obligation by Parent is curable by Parent by the Outside Date and Parent is continuing to exercise its reasonable best efforts to cure such inaccuracy or breach, then E&E may not terminate the Merger Agreement on account of such inaccuracy or breach unless such inaccuracy or breach remains uncured for a period of 30 days commencing on the date that E&E gives Parent written notice of such inaccuracy or breach; or
by E&E (at any time prior to the adoption of the Merger Agreement by the Required Stockholder Vote) in order to accept a Superior Offer (subject to compliance with the provisions of the Merger Agreement (i) prohibiting solicitation of, and discussions and negotiations with respect to, alternative transactions or (ii) relating to the Special Meeting or changes in the Board Recommendation) and concurrently enter into an Alternative Acquisition Agreement; provided, that, prior to or concurrently with such termination, E&E has paid to Parent or its designee the required termination fee.

Termination Fees and Expenses. Upon termination of the Merger Agreement, under certain specified circumstances, E&E may be required to (i) pay a termination fee in cash of $4.0 million to Parent, or (ii) reimburse certain expenses of Parent, in an amount up to $1.75 million, pursuant to the terms and conditions of the Merger Agreement. See the section titled “The Merger Agreement—Transaction Expenses and Termination Fees” (page 74) for a discussion of the circumstances under which E&E will be required to pay a termination fee or reimburse expenses.

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Market Price and Dividend Information (page 79).

On August 27, 2019, the last trading day before the Merger was approved by our Board of Directors, the closing price per share of the Class A Common Stock was $10.14. On October 4, 2019, the most recent practicable date prior to the filing of this Proxy Statement, the closing price per share of the Class A Common Stock was $15.17. The Class B Common Stock is not listed on The Nasdaq Stock Market (the “NASDAQ”) or any other public exchange. On July 24, 2019, our Board of Directors declared a cash dividend of $0.20 per share of E&E Common Stock, which E&E paid on August 12, 2019. You are encouraged to obtain current market quotations and dividend information for E&E Common Stock in connection with voting your shares of E&E Common Stock.

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger and the Special Meeting. These questions and answers may not address all questions that may be important to you as an E&E stockholder. To better understand these matters, and for a description of the legal terms governing the Merger, you should carefully read this entire Proxy Statement, including the annexes, as well as the documents that have been incorporated by reference into this Proxy Statement. See the section of this Proxy Statement titled “Other Matters—Where You Can Find More Information” (page 82) to obtain additional information on E&E.

Q:Why am I receiving this Proxy Statement?
A:Parent, Merger Sub and E&E entered into the Merger Agreement on August 28, 2019. Subject to the terms and conditions of the Merger Agreement, and as a result of the Merger contemplated by the Merger Agreement, Merger Sub will merge with and into E&E, and E&E will be the surviving corporation in the Merger and an indirect wholly owned subsidiary of Parent.

E&E is holding the Special Meeting in order to obtain the approval of E&E stockholders necessary to adopt the Merger Agreement. We are also asking you to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to E&E’s named executive officers that is based on or otherwise relates to the Merger and to approve the adjournment of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal. We will be unable to complete the Merger unless the approval of the Merger Agreement Proposal by E&E stockholders is obtained at the Special Meeting (or adjournment thereof).

We have included in this Proxy Statement important information about the Merger, the Merger Agreement (a copy of which is attached as Annex A) and the Special Meeting. You should read this information carefully and in its entirety. The enclosed voting materials allow you to vote your shares of E&E Common Stock without attending the Special Meeting. Your vote is very important, and we encourage you to submit your proxy as soon as possible.

Q:What will happen to E&E as a result of the Merger?
A:If the Merger is completed, Merger Sub will merge with and into E&E, and E&E will be the surviving corporation in the Merger and an indirect wholly owned subsidiary of Parent.
Q:What will holders of E&E Common Stock receive if the Merger is completed?
A:Upon completion of the Merger, each outstanding share of E&E Common Stock, other than shares (i) held by E&E (or held in the E&E’s treasury), (ii) held by any wholly owned subsidiary of E&E or (iii) held by Parent, Merger Sub or any other wholly owned subsidiary of Parent, but including shares that are, as of immediately prior to the Effective Time, unvested and subject to restrictions, will be converted into the right to receive $15.00 in cash, without interest and subject to any applicable tax withholding. This does not apply to shares of Class B Common Stock held by any E&E stockholders who have properly exercised their dissenters’ rights in accordance with Section 623 of the NYBCL (and have not withdrawn such exercise or lost such rights) (as more fully described in the section of this Proxy Statement titled “The Merger—Dissenters’ Rights for E&E Class B Stockholders” (page 46)). Additionally, record holders of E&E Common Stock as of the close of business on the last business day prior to the closing of the Merger will receive a one-time special cash dividend from E&E of up to $0.50 per share to be paid shortly after the closing of the Merger. The payment of the Special Dividend is conditioned on completion of the Merger, is subject to pro rata reduction in certain circumstances as set forth in the Merger Agreement and will be paid without interest and subject to any applicable tax withholding. For more information, please see the section of this Proxy Statement titled “The Merger Agreement—Special Dividend” (page 55).
Q:Will I own any shares of E&E Common Stock after the Merger?
A:No. Upon completion of the Merger, your shares of E&E Common Stock will be deemed to represent only the right to receive the cash consideration you are entitled to receive under the terms of the Merger Agreement for the shares of E&E Common Stock that you own (the “Merger Consideration”). See the section of this Proxy Statement “The Merger Agreement—Exchange of Certificates” (page 54).

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Q:Will I own any Parent common shares after the Merger?
A:Only if you own Parent common shares before the Merger. The Parent common shares that you own, if any, prior to the Merger will be unaffected as a result of the Merger. You will not be issued any Parent common shares as a result of the Merger.
Q:What will holders of E&E Restricted Stock receive if the Merger is completed?
A:The Merger Agreement provides that, as of immediately prior to the Effective Time, each share of E&E Restricted Stock will (i) automatically become fully vested and all restrictions applicable thereto will lapse and (ii) terminate and be converted into the right to receive, without duplication, (A) the Per Share Merger Consideration, less (B) any applicable withholding for taxes. For more information, please see the section of this Proxy Statement titled “The Merger Agreement—Merger Consideration” (page 54).
Q:Will the Merger be taxable to me?
A:In general, the receipt of the Per Share Merger Consideration by you in exchange for your shares of E&E Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Generally, subject to the more complete summary referenced below, if you are a “U.S. Holder” (as defined in the section of this Proxy Statement titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” (page 48)) this means that for U.S. federal income tax purposes you will recognize a gain or loss equal to the difference, if any, between the Per Share Merger Consideration you receive in the Merger and your adjusted tax basis in your shares of E&E Common Stock. If you are a “non-U.S. Holder” (as defined in the section of this Proxy Statement titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” (page 48)), you generally will not be subject to U.S. federal income tax with respect to the receipt of the Per Share Merger Consideration in exchange for your shares of E&E Common Stock unless you have certain connections with the United States. Additionally, we intend to report the Special Dividend as a distribution with respect to the E&E Common Stock, which will likely be taxable to you. You should read the section of this Proxy Statement titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” (page 48) for a more complete summary of certain material U.S. federal income tax consequences of the Merger and consult your own tax advisors with respect to the particular tax consequences of the Merger applicable to you.
Q:Does our Board of Directors recommend approval of the Merger Agreement Proposal?
A:Yes. Our Board of Directors unanimously recommends that our stockholders vote “FOR” the Merger Agreement Proposal. Our Board of Directors considered many factors in deciding to recommend the adoption of the Merger Agreement Proposal. These factors are described in the section of this Proxy Statement titled “The Merger—Reasons for the Recommendation of our Board of Directors” (page 29).
Q:What constitutes a quorum for the Special Meeting?
A: The holders of one-third of the shares of E&E Common Stock issued and outstanding and entitled to vote at the Special Meeting, represented in person or by proxy at the Special Meeting, will constitute a quorum for the transaction of business at the Special Meeting. As of the Record Date for the Special Meeting, 1,443,334 shares of E&E Common Stock would be required to achieve a quorum.
Q:What vote of the stockholders is required to approve each proposal?
A: Merger Agreement Proposal. Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of two-thirds of the voting power of shares of E&E Common Stock outstanding on the Record Date, voting as a single class. There are 4,330,001 shares of E&E Common Stock entitled to be voted at the Special Meeting. If you fail to submit a proxy card or to vote in person at the Special Meeting, or abstain from voting, or if you hold your shares in “street name” through a bank, broker or other nominee or trustee and fail to give voting instructions to such bank, broker or other nominee or trustee (a “Broker non-vote”), this will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

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Compensation Proposal. Approval of the Compensation Proposal requires the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class. If you abstain from voting, this will have the same effect as a vote “AGAINST” the Compensation Proposal. Broker non-votes will also have the same effect as a vote “AGAINST” the Compensation Proposal. Shares not in attendance at the Special Meeting will have no effect on the outcome of the Compensation Proposal.

Adjournment Proposal. Approval of the Adjournment Proposal requires the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class . If you abstain from voting, this will have the same effect as a vote “AGAINST” the Adjournment Proposal. Broker non-votes will also have the same effect as a vote “AGAINST” the Adjournment Proposal. Shares not in attendance at the Special Meeting will have no effect on the outcome of the Adjournment Proposal.

Q:What happens if the Compensation Proposal to approve, by a non-binding, advisory vote, the compensation that may be paid or become payable to E&E’s named executive officers that is based on or otherwise relates to the Merger is not approved?
A:Approval of the Compensation Proposal is not a condition to the obligation of Parent or E&E to complete the Merger. The vote is an advisory vote and is not binding. The underlying compensation plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is completed, E&E will pay the applicable compensation in connection with the Merger to its named executive officers in accordance with the terms and conditions applicable to those payments.
Q:Am I entitled to dissenters’ rights?
A:Holders of Class A Common Stock are not entitled to dissenters’ rights under New York law in connection with the Merger. Holders of Class B Common Stock may be entitled to dissenters’ rights under New York law in connection with the Merger, provided such rights are properly perfected. Holders of Class B Common Stock must comply with the requirements of the NYBCL in order to be entitled to have the “fair value” (as described in Section 623 of the NYBCL) of their shares of Class B Common Stock determined by judicial proceedings and to receive payment based on that valuation instead of receiving the Per Share Merger Consideration. The ultimate amount a holder would receive in appraisal dissenters’ rights proceeding may be more than, the same as or less than the Per Share Merger Consideration. To exercise dissenters’ rights, holders of Class B Common Stock must precisely comply with the requirements of the NYBCL. See “The Merger—Rights of Appraisal for E&E Class B Stockholders” (page 46) and the text of the New York dissenters’ rights statutes, Sections 623 and 910 of the NYBCL, which is reproduced in its entirety as Annex C to this Proxy Statement.
Q:What do I need to do now?
A:We urge you to read this Proxy Statement carefully, including its annexes, and consider how the Merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope or appoint a proxy over the Internet or by telephone as soon as possible so that your shares can be voted at the Special Meeting.
Q:What happens if I do not return a proxy card or otherwise appoint a proxy?
A:If you hold your shares directly, and not through a bank, brokerage firm or other nominee or trustee, the failure to return your proxy card (or to appoint a proxy over the Internet or by telephone or to vote in person) will have the same effect as voting against the Merger Agreement Proposal, but will have no effect on the approval of the Compensation Proposal or the Adjournment Proposal.
Q:May I vote in person?
A:Yes. You may vote in person at the Special Meeting, rather than signing and returning your proxy card or appointing a proxy over the Internet or by telephone, if you own shares in your own name. However, we encourage you to return your signed proxy card, or appoint a proxy over the Internet or by telephone, to ensure that your shares are voted even if you plan to attend the Special Meeting in person. You may also vote in person

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at the Special Meeting if your shares are held in “street name” through a bank, brokerage firm or other nominee or trustee provided that you bring a legal proxy from your bank, brokerage firm or other nominee or trustee and present it at the Special Meeting. You may also be asked to present photo identification for admittance.

Q:May I vote over the Internet or by telephone?
A:Yes. You may vote by appointing a proxy over the Internet or by telephone by following the instructions included in these materials.
Q:May I revoke my proxy or change my vote after I have mailed my signed proxy card or otherwise appointed a proxy?
A:Yes. You may change your vote at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting. You can do this in one of four ways. First, you can send a written, dated notice to our corporate secretary stating that you would like to revoke your proxy. Second, you can complete, sign, date and submit a new proxy card. Third, you can submit a subsequent proxy over the Internet or by telephone. Fourth, you can attend the meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions received from your broker to change your instructions.
Q:If my shares are held in “street name” by my broker or nominee, will my broker or nominee vote my shares for me?
A:Your broker or nominee will not vote your shares with respect to the Merger Agreement Proposal without instructions from you. You should instruct your broker or nominee to vote your shares, following the procedure provided by your broker or nominee. Without instructions, your shares will not be voted with respect to the Merger Agreement Proposal, which will have the same effect as a vote “against” the Merger Agreement Proposal. In addition, your broker or nominee will not vote your shares with respect to the Compensation Proposal or the Adjournment Proposal, which will have the same effect as a vote “against” the Compensation Proposal and the Adjournment Proposal.
Q:How do I obtain the voting results from the Special Meeting?
A:Final voting results for the Special Meeting are expected to be published in a Current Report on Form 8-K filed by E&E with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the Special Meeting.
Q:When do you expect the Merger to be completed?
A:We are targeting completing the Merger in the fourth quarter of calendar year 2019, subject to the satisfaction or waiver of the conditions described in the section of this Proxy Statement titled “The Merger Agreement—Conditions to Completion of the Merger” (page 70). We cannot assure you that all conditions to the Merger will be satisfied or waived or, if satisfied or waived, as to the date by which they will be satisfied or waived, as applicable.
Q:When will I receive the Merger Consideration for my shares of E&E Common Stock?
A:You will be paid the Merger Consideration after the completion of the Merger and after receipt by the Paying Agent (as defined below) of a certificate(s) representing your shares of E&E common stock and/or evidence of the transfer of uncertificated shares in book-entry form, a duly executed letter of transmittal and any additional documents required by the procedures set forth in the letter of transmittal. See the Section of this Proxy Statement titled “The Merger Agreement—Exchange of Certificates” (page 54).

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Q:How can I get additional copies of the Proxy Statement and who can help answer my additional questions?
A:If you would like additional copies, without charge, of this Proxy Statement or if you have additional questions about the Merger, including with respect to the procedures for voting your shares, you should contact us, as follows:

ECOLOGY AND ENVIRONMENT INC.
368 Pleasant View Drive
Lancaster, NY 14086
   
(716) 684-8060

You may also contact our proxy solicitor:

D.F. King & Co, Inc.
48 Wall Street
New York, NY 10005
Call Toll-free: (800) 249-7148
Banks and Brokers Call: (212) 269-5550
EEI@dfking.com

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, including the information and other documents to which we refer you in this Proxy Statement, contains or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements are typically preceded by, followed by or otherwise include the words “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “guidance,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will,” and other similar words or expressions. E&E cautions readers of this Proxy Statement that such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from E&E’s expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which E&E is unable to predict or control, that may cause E&E’s actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements.

Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risks detailed in our filings with the SEC, including our most recent filings on Forms 10-K and 10-Q, factors and matters described in this Proxy Statement, and the following factors:

the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
the failure to satisfy the conditions to the completion of the Merger, including the adoption of the Merger Agreement by the stockholders of E&E and the failure of the parties to obtain required regulatory approvals;
the risk that regulatory or other approvals are delayed or are subject to terms and conditions that are not anticipated.
the effect of the announcement or pendency of the Merger on E&E’s business relationships, operating results, and business generally;
risks that the announcement or pendency of the proposed Merger disrupts current plans and operations of E&E or creates difficulties in E&E employee retention;
risks related to diverting management’s attention from E&E’s ongoing business operations;
the outcome of any legal proceedings that may be instituted against Parent or against E&E related to the Merger Agreement or the transaction;
the risk of downturns in E&E’s industry; and
failure to achieve expected revenues and forecasted demand from customers.

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the business of E&E described in the “Risk Factors” section of E&E’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by E&E from time to time with the SEC. See the section of this Proxy Statement titled “Other Matters—Where You Can Find More Information” (page 82). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. You are cautioned not to put undue reliance on forward-looking statements, and E&E assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. There is no assurance that E&E will achieve its expectations.

All subsequent written and oral forward-looking statements concerning the Merger or other matters addressed in this Proxy Statement attributable to E&E or any person acting on our behalf are expressly qualified in their entirety by the cautionary notes contained or referred to in this section.

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THE COMPANIES

Ecology and Environment Inc.

E&E is an environmental and engineering consulting firm employing professionals in scientific, engineering and planning disciplines that works collaboratively with clients to develop technically sounds, science-based solutions to the leading environmental challenges of our time. E&E’s staff is comprised of individuals representing numerous scientific, engineering, health, and social disciplines working together in multidisciplinary teams to provide innovative environmental solutions. The majority of E&E’s employees hold bachelor's and/or advanced degrees in such areas as chemical, civil, mechanical, sanitary, soil, structural and transportation engineering, biology, geology, hydrogeology, ecology, urban and regional planning and oceanography. E&E’s client list includes governments, industries, multinational corporations, organizations, and private companies. Major markets that E&E participates in, and the services E&E provide to clients within those markets, include offshore resources, pipelines and liquefied natural gas, renewables, electric transmission, site assessment and remediation, armed services, federal lands and waters, international project development, emergency management planning and water and ecosystem restoration.

E&E is a corporation organized under the laws of the State of New York and headquartered in Lancaster, NY. E&E’s principal offices are located at 368 Pleasant View Drive, Lancaster, NY 14086 and our telephone number is (716) 684-8060. E&E is listed on the NASDAQ under the ticker symbol “EEI”. Our corporate web address is www.ene.com. The information provided on, or that may be accessed through, the E&E website is not part of this Proxy Statement and is not incorporated by reference or by any other reference to E&E’s website provided in this Proxy Statement.

WSP Global Inc.

Parent is a Canadian corporation that is one of the world’s leading professional services firms, providing engineering and design services to clients in the transportation & infrastructure, property & buildings, environment, power & energy, resources and industry sectors, as well as offering strategic advisory services. Parent’s experts include engineers, advisors, technicians, scientists, architects, planners, surveyors and environmental specialists, as well as other design, program and construction management professionals. With approximately 49,000 employees globally, Parent is well-positioned to deliver successful and sustainable projects and fulfill the needs of its clients. Parent’s executive offices are located at 1600 René-Lévesque Boulevard West, Montreal, Quebec H3H 1P9, and its telephone number there is (514) 340-0046.

Everest Acquisition Corp.

Merger Sub is a wholly owned subsidiary of Parent and has not engaged in any business activity other than in connection with the Merger. Merger Sub is incorporated under the laws of the state of New York. Merger Sub’s executive offices are located at c/o WSP Global, One Penn Plaza, 250 W 34th Street, New York, NY 10119, and its telephone number there is (212) 465-5000.

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THE SPECIAL MEETING

We are furnishing this Proxy Statement to you as part of the solicitation of proxies by our Board of Directors for use at the Special Meeting.

Date, Time and Place

The Special Meeting will be held at Samuel’s Grande Manor, 8750 Main Street, Williamsville, New York 14221, at 9:00 a.m., local time, on November 20, 2019.

Purpose of the Special Meeting

You will be asked at the Special Meeting to vote on the Merger Agreement Proposal to adopt the Merger Agreement. Based on its review, our Board of Directors has unanimously (i) determined that the Merger is advisable and fair to, and in the best interests of, E&E and its stockholders, (ii) approved the execution, delivery and performance of the Merger Agreement by E&E and the consummation by E&E of the Contemplated Transactions, including the Merger, and (iii) resolved to recommend the adoption of the Merger Agreement by the holders of E&E Common Stock and directed that the Merger Agreement be submitted for adoption by the holders of E&E Common Stock at the Special Meeting. You will also be asked to vote on (i) the Compensation Proposal, to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to E&E’s named executive officers that is based on or otherwise relates to the Merger and (ii) the Adjournment Proposal, to approve the adjournment the Special Meeting, if necessary or appropriate, for the purpose of soliciting proxies to vote in favor of the Merger Agreement Proposal.

Record Date; Stock Entitled to Vote; Quorum

Only holders of record of E&E Common Stock at the close of business on October 4, 2019, the Record Date, are entitled to notice of and to vote at the Special Meeting. At the close of business on the Record Date, 3,138,323 shares of Class A Common Stock, held by approximately 243 holders of record, and 1,191,678 shares of Class B Common Stock, held by approximately 40 holders of record, were issued and outstanding. At the Special Meeting, holders of record of E&E Common Stock at the close of business on the Record Date will have (a) one-tenth of one vote for each share of Class A Common Stock owned by such holders at the close of business on the Record Date and (b) one vote for each share of Class B Common Stock owned by such holders at the close of business on the Record Date. A quorum will be present at the Special Meeting if the holders of one-third of the shares of E&E Common Stock issued and outstanding and entitled to vote at the Special Meeting are represented in person or by proxy at the Special Meeting. In the event that a quorum is not present at the Special Meeting, or there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, we expect that the meeting will be adjourned or postponed to solicit additional proxies.

Vote Required

The approval of the Merger Agreement Proposal requires the affirmative vote of the holders of two-thirds of the voting power of shares of E&E Common Stock outstanding on the Record Date, voting as a single class. If you abstain from voting or do not vote, either in person or represented by proxy, it will have the same effect as a vote “against” the Merger Agreement Proposal. Broker non-votes will have the same effect as a vote “against” the Merger Agreement Proposal.

The approval of the advisory (non-binding) Compensation Proposal requires the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote “against” the Compensation Proposal. Broker non-votes will have the same effect as a vote “against” the Compensation Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of a majority in voting power of E&E Common Stock represented in person or by proxy at the Special Meeting, voting as a single class. If you abstain from voting, either in person or by proxy, on this matter, it will have the same effect as a vote “against” the Adjournment Proposal. Broker non-votes will have the same effect as a vote “against” the Adjournment Proposal.

Voting Agreements

Concurrently with the execution and delivery of the Merger Agreement, each of the Supporting Stockholders entered into a Voting Agreement with Parent pursuant to which each of the Supporting Stockholders agreed, among other things and subject to certain exceptions and limitations, to vote the shares of E&E Common Stock beneficially owned

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by the Supporting Stockholder, and any additional securities of E&E (including E&E Common Stock) of which the Supporting Stockholder acquires record and/or beneficial ownership after the date of the Voting Agreement in favor of the Merger and the adoption of the Merger Agreement. As of the date of the Voting Agreements, the Supporting Stockholders beneficially owned 540,187 shares of Class A Common Stock and 828,435 shares of Class B Common Stock, which represents approximately 58.3% of the total voting power of E&E Common Stock.

Voting of Proxies

All shares of E&E Common Stock represented by properly executed proxies received by E&E in time for the Special Meeting will be voted at the Special Meeting in the manner specified by the holders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

To vote by proxy, please complete, sign, date and return the enclosed proxy card or, to vote by appointing a proxy over the Internet or by telephone, follow the instructions provided below. If you attend the Special Meeting and wish to vote in person, you may revoke your proxy by voting in person. If your shares of E&E Common Stock are held in the name of your broker, bank or other nominee or trustee, you must obtain a proxy, executed in your favor, from your broker, bank or other nominee or trustee to be able to vote in person at the Special Meeting. Any votes by proxy or in person must be received by the voting inspector of the Special Meeting at least ten minutes prior to the scheduled and noticed meeting time for the Special Meeting.

Shares of E&E Common Stock represented at the Special Meeting but not voted, including shares of E&E Common Stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the Special Meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

However, only shares of E&E Common Stock that are affirmatively voted for the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal will be counted in favor of those proposals. Accordingly, if you properly execute and return a proxy card, appoint a proxy over the Internet or by telephone or attend the Special Meeting in person, but abstain from voting on any of the proposals at the Special Meeting, it will have the same effect as (i) a vote “against” the Merger Agreement Proposal, (ii) a vote “against” the Compensation Proposal and (iii) a vote “against” the Adjournment Proposal.

If you do not vote, it will have the same effect as a vote “against” the Merger Agreement Proposal, and will have no effect on each of the Compensation Proposal and the Adjournment Proposal. Brokers who hold shares in street name for customers are precluded from exercising their voting discretion with respect to approval of non-routine matters, such as the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, and, as a result, absent specific instructions from the beneficial owner of such shares, brokers are not empowered to vote those shares, which shares are referred to generally as “Broker non-votes.” Broker non-votes, if any, will be treated as shares that are present at the Special Meeting for purposes of determining whether a quorum exists and will have the same effect as votes “against” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

At the Special Meeting, you will be asked to consider and vote upon the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal. No other business will be conducted at the Special Meeting.

Voting over the Internet or by Telephone

You may also grant a proxy to vote your shares over the Internet or by telephone. The Internet and telephone voting procedures described below are designed to authenticate stockholders’ identities, to allow stockholders to grant a proxy to vote their shares and to confirm that stockholders’ instructions have been recorded properly. Stockholders granting a proxy to vote over the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which must be borne by the stockholder.

For Shares Registered in Your Name

Stockholders of record may go to www.voteproxy.com to grant a proxy to vote their shares over the Internet. Have your proxy card in hand when you access the web site, and follow the instructions to obtain your records and to create

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an electronic voting instruction form. Any stockholder using a touch-tone telephone may also grant a proxy to vote shares by calling 1-800-776-9437 from the United States, or by calling 1-718-921-8500 from a foreign country, and following the recorded instructions.

For Shares Registered in the Name of a Broker or Bank

If your shares are held in a brokerage account or by another nominee, such as a bank or trust, then such broker or other nominee is considered to be the stockholder of record with respect to your shares. However, you are still considered to be the beneficial owner of those shares, with your shares being held in “street name.” Most beneficial owners whose stock is held in street name receive instructions for authorizing votes by the broker or other nominee.

If your shares are held in street name, you may be eligible to vote your shares by telephone or through the Internet. A large number of banks and brokerage firms provide eligible stockholders the opportunity to vote in this manner. If your bank, brokerage firm or other nominee allows for this, the voting form provided by your broker or other nominee will provide instructions for such alternative method of voting.

General Information for All Shares Voted over the Internet or by Telephone

Votes submitted over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on November 19, 2019. Submitting your proxy over the Internet or by telephone will not affect your right to vote in person should you decide to attend the Special Meeting.

Revocability of Proxies

The grant of a proxy on the enclosed proxy card or over the Internet or by telephone does not preclude a stockholder from voting in person at the Special Meeting. You may revoke your proxy at any time before the shares reflected on your proxy card (or with respect to which you have appointed a proxy over the Internet or by telephone) are voted at the Special Meeting by:

filing with our corporate secretary a properly executed and dated revocation of proxy;
submitting a properly completed, executed and dated proxy card to our corporate secretary bearing a later date;
submitting a subsequent vote over the Internet or by telephone; or
appearing at the Special Meeting and voting in person.

Your attendance at the Special Meeting will not, in and of itself, constitute the revocation of a proxy. If you have instructed your broker to vote your shares, you must follow the directions received from your broker to change these instructions.

Solicitation of Proxies

All proxy solicitation costs will be borne by us. In addition to solicitation by mail, our directors, officers, employees and agents may solicit proxies from stockholders by telephone or other electronic means or in person.

We also may reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions. We have also retained the services of a paid solicitor, D.F. King and Co. Inc. (“D.F. King”), to solicit proxies. We anticipate that the cost will be approximately $15,000 plus expenses and will be paid by us. We have agreed to indemnify D.F. King for certain losses arising out of its proxy solicitation services.

Delivery of this Proxy Statement to Multiple Stockholders with the Same Address

The SEC has adopted rules that permit companies and intermediaries (for example, brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address if we believe the stockholders are members of the same family, by delivering a single proxy statement addressed to those stockholders. Each stockholder will continue to receive a separate proxy card or voting instruction card. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies by reducing the volume of duplicate information.

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A number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If your household received a single Proxy Statement, but you would prefer to receive your own copy, please notify your broker or direct your written request via email to Ms. Sara Herrmann, Communications Coordinator at the Company, at sherrmann@ene.com, or by telephone at (716) 684-8060. If you would like to receive your own set of our proxy materials in the future, please contact your broker or Ms. Sara Herrmann and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number. Conversely, if you and another person sharing your same address are receiving multiple copies of annual reports or Proxy Statements and you would like to request that you only receive one copy, please contact your broker and E&E Investor Relations and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

Stockholder List

A list of E&E stockholders will be available for inspection at our principal executive offices located at 368 Pleasant View Drive, Lancaster, New York 14086 to any stockholder, at any time during usual business hours upon written demand on E&E, for a purpose reasonably related to such stockholder’s interest in its capacity as a stockholder. Such inspection may be made in person or by an agent or attorney, and will include the right to copy and make extracts of the list of E&E stockholders.

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PROPOSAL 1—MERGER AGREEMENT PROPOSAL
   
THE MERGER

The discussion under the sections of this Proxy Statement titled “The Merger” and “The Merger Agreement” summarizes the material terms of the Merger. Although we believe that the description covers the material terms of the Merger, this summary may not contain all of the information that is important to you. We urge you to read this Proxy Statement, the Merger Agreement and the other documents referred to herein carefully for a more complete understanding of the Merger. The discussion of the Merger in this Proxy Statement is qualified in its entirety by reference to the Merger Agreement, which is attached as Annex A to this Proxy Statement.

Background of the Merger

In the ordinary course of business, the Board of Directors, together with E&E’s senior management, regularly reviews and assesses, among other things, E&E’s short- and long-term strategic goals and opportunities, competitive environment, and short- and long-term performance and potential strategic alternatives, with the goal of enhancing stockholder value. In order to bring outside perspectives to this review and assessment process, members of E&E’s senior management team from time to time attend industry conferences or otherwise engage in conversations with other participants in the industry, including employees of WSP, to discuss recent developments and trends. In addition, from time to time, E&E has received in-bound inquiries from financial advisors and other third parties gauging E&E’s interest in exploring a potential strategic transaction, to which the Board of Directors’ response has been generally that E&E is not for sale and that E&E intends to continue to remain as an independent public company.

In January 2019, André-Martin Bouchard, WSP’s Global Director Environment & Resources, contacted Todd Musterait, E&E’s President of U.S. Operations, by telephone to discuss consulting industry dynamics in the environmental sector.

On February 5, 2019, Mr. Bouchard contacted Mr. Musterait by telephone to follow-up on their January 2019 telephone call and to discuss potential business opportunities and the possibility of setting up a meeting between Marshall A. Heinberg, E&E’s Executive Chairman, and Alexandre L’Heureux, WSP’s Chief Executive Officer. Mr. Musterait relayed WSP’s interest in a meeting to Mr. Heinberg, who authorized the scheduling of the meeting but directed Mr. Musterait to convey to Mr. Bouchard that E&E was not interested in discussing a possible strategic transaction with WSP, in the event that that had been a reason for Mr. Bouchard’s outreach.

On April 10, 2019, Mr. Heinberg, Mr. Musterait, Mr. L’Heureux and Mr. Bouchard held an in-person meeting in New York, New York to introduce themselves to one another and to discuss potential business opportunities. Following the meeting, Mr. L’Heureux contacted Mr. Heinberg by telephone to suggest arranging a follow-up meeting to continue discussing potential business opportunities between WSP and E&E and further indicated that WSP was interested in discussing a possible strategic transaction with E&E. In response, Mr. Heinberg indicated that E&E was not interested in pursuing a strategic transaction at that time. Following the meeting and telephone call with Mr. L’Heureux, Mr. Heinberg contacted other members of the Board of Directors to provide an overview of his discussion with Mr. L’Heureux.

On May 1, 2019, Mr. Heinberg and Mr. L’Heureux met and discussed several business-related topics. At this meeting, Mr. L’Heureux mentioned WSP’s interest in potentially pursing a strategic transaction with E&E, expressed his view that there was a strong strategic fit between the WSP and E&E organizations and indicated that WSP was prepared to offer a substantial premium to E&E’s then-current stock price. Mr. L’Heureux also conveyed his intention to send Mr. Heinberg a letter providing additional detail of the terms upon which WSP was prepared to pursue a strategic transaction. Mr. Heinberg told Mr. L’Heureux that E&E was not interested in pursuing a strategic transaction at that time, but indicated that he could not prevent Mr. L’Heureux from sending such a letter.

On May 6, 2019, WSP sent to Mr. Heinberg a preliminary non-binding indication of interest to acquire E&E for a price per share between $18.00 and $20.00 in an all-cash transaction. The indication of interest stated that it was based solely on publicly available information and subject to certain conditions, including completion of due diligence, the agreement by certain key stockholders of E&E to enter into market-standard lock-up and support agreements and the approval of WSP’s board of directors.

On May 6, 2019, the Board of Directors held an in-person meeting to discuss WSP’s indication of interest. During the course of the meeting, the Board of Directors discussed a number of considerations regarding a potential strategic transaction and authorized Mr. Heinberg to engage in preliminary discussions with WSP on behalf of E&E, subject

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to WSP committing to increase its offer price above $20.00 per share. The Board of Directors also authorized Mr. Heinberg to engage legal counsel to advise the Board of Directors with respect to legal matters in connection with its consideration of a potential strategic transaction, and Mr. Heinberg subsequently engaged Cleary Gottlieb Steen & Hamilton LLP (“Cleary Gottlieb”) as counsel to E&E in connection with the potential strategic transaction.

Following the meeting, Mr. Heinberg relayed the Board of Directors’ feedback to Mr. L’Heureux, who indicated a willingness to discuss an increased offer price subject to the results of preliminary due diligence. In response, Mr. Heinberg suggested that WSP should review E&E’s forthcoming restated financial statements and quarterly report on Form 10-Q for the quarter ended January 26, 2019 before proceeding further with discussions regarding a potential strategic transaction.

On May 31, 2019, following the completion of the restatement of its financial statements for the fiscal years ended July 31, 2017 and July 31, 2016, E&E filed its annual report on Form 10-K for the fiscal year ended July 31, 2018 as well as quarterly reports on Form 10-Q for the quarters ended October 27, 2018 and January 26, 2019.

On June 6, 2019, Mr. Heinberg and Mr. L’Heureux had a telephone call during which Mr. L’Heureux expressed WSP’s continued interest in pursuing a strategic transaction with E&E and noted that E&E’s restated financial statements and quarterly report for the quarter ended January 26, 2019 had not changed WSP’s views on valuation. Mr. Heinberg informed Mr. L’Heureux that E&E would be willing to provide preliminary due diligence information to WSP subject to WSP’s entry into a confidentiality agreement, but noted to Mr. L’Heureux that only a limited amount of due diligence information would be made available to WSP as the Board of Directors had significant concerns about potential leaks and only intended to inform a small number of members of E&E senior management about the Board of Directors’ consideration of the potential transaction. Mr. Heinberg also noted that the Board of Directors did not want E&E to provide WSP with competitively-sensitive information unless and until a preliminary agreement was reached on the key terms of a potential strategic transaction.

Between June 10 and June 14, 2019, Cleary Gottlieb and Stikeman Elliott LLP, Canadian counsel to WSP (“Stikeman”), negotiated the terms of a confidentiality agreement, which was entered into by E&E and WSP on June 14, 2019 (the “Confidentiality Agreement”). The Confidentiality Agreement includes a “standstill provision” pursuant to which WSP agreed to refrain from certain activities for a period of eighteen months, including, among other things, (i) seeking to acquire beneficial ownership of any securities of E&E or seeking to enter into a business combination with E&E, (ii) soliciting proxies with respect to any voting securities of E&E and (iii) seeking to control or influence the management of E&E. The Confidentiality Agreement also prohibits WSP from requesting that E&E or the Board of Directors amend or waive the “standstill provision”, but allows WSP to make confidential proposals to Mr. Heinberg. The Confidentiality Agreement also includes a non-solicit provision pursuant to which, subject to certain customary exceptions, WSP agreed not to, and to cause its affiliates not to, solicit the employment of or hire any employee of E&E for a period of eighteen months.

On June 14, 2019, the Governance, Nominating and Compensation Committee of the Board of Directors (the “GNCC”) held a telephonic meeting during which the members of the GNCC had a discussion regarding the need for, and proposed terms of, retention arrangements with certain members of E&E senior management who would be made aware of the Board of Directors’ consideration of the potential strategic transaction, to be entered into substantially concurrently with the execution of the Merger Agreement.

On June 16, 2019, the Board of Directors held a telephonic meeting during which Mr. Heinberg updated the directors as to the status of negotiations with WSP and provided an overview of the GNCC’s proposal for the entry into retention arrangements with certain members of E&E senior management substantially concurrently with the execution of the Merger Agreement. The Board of Directors then authorized the entry on behalf of E&E into retention agreements with certain members of E&E senior management substantially concurrently with the execution of the Merger Agreement and on the terms proposed by the GNCC. Mr. Heinberg then recused himself and, following discussion, the remaining members of the Board of Directors, upon the recommendation of the GNCC, authorized the entry on behalf of E&E into a retention agreement with Mr. Heinberg substantially concurrently with the execution of the Merger Agreement. Mr. Heinberg and the members of E&E senior management who the Board of Directors authorized E&E to enter into retention agreements with were subsequently informed of the general terms of the retention arrangements that the Board of Directors had approved and the retention agreements were entered into shortly prior to the execution of the Merger Agreement. The retention agreements are more fully described in the section of this Proxy Statement titled “The Merger—Interests of Our Directors and Officers in the Merger” (page 42).

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On June 17, 2019, Mr. Heinberg and Mr. L’Heureux had a telephone call to discuss the due diligence plan and the possibility of scheduling a meeting with the management of E&E for the week of June 24, 2019.

On June 20, 2019, Mr. Heinberg emailed Mr. L’Heureux to confirm that he had scheduled a management meeting for June 26, 2019 and to request a summary of topics WSP would like E&E management to address at the meeting. Mr. L’Heureux replied and provided a high-level list of diligence topics.

On June 26, 2019, Mr. Heinberg, Mr. Musterait, Kurt Zmich, E&E’s Senior Vice President of Operations, Martin Mazur, E&E’s Vice President of Human Resources, and Colleen Mullaney-Westfall, E&E’s General Counsel and Secretary, met in person in New York, New York and by video conference with Mr. L’Heureux, Mr. Bouchard, Pierre Shoiry, Vice Chairman of WSP’s board of directors, and Brigitte Royer, WSP’s Global Director of Mergers and Acquisitions, to review year-to-date U.S. operations results as well as the U.S. business outlook for the remainder of fiscal year 2019 and to discuss due diligence across a variety of functional areas, including human resources, operations, tax, insurance, financial and legal.

On July 2, 2019, Mr. Heinberg received a telephone call from Mr. L’Heureux conveying WSP’s continued interest in pursuing a strategic transaction with E&E and requesting copies of certain written materials referenced by E&E’s senior management at the management meeting. Following the call, Mr. Heinberg provided electronic copies of the written materials and conveyed his availability to discuss any further questions that WSP might have.

On July 8, 2019, Mr. Heinberg and Mr. L’Heureux had a telephone call during which Mr. L’Heureux indicated that WSP remained interested in pursuing a strategic transaction with E&E, but, in light of, among other things, the U.S. backlog and business outlook and certain costs that WSP expected to incur to acquire the interests of the minority partners in the Company’s non-wholly-owned South American subsidiaries, WSP would be unable to proceed at a price in excess of $14.00 to $16.00 per share. Mr. L’Heureux also requested that Mr. Heinberg facilitate a meeting between Mr. L’Heureux and the Board of Directors during which Mr. L’Heureux could present his strategic rationale for a business combination between the parties. In response, Mr. Heinberg expressed his belief that a price of $14.00 to $16.00 per share undervalued E&E and suggested that additional value could be delivered to E&E’s stockholders by E&E using cash on its balance sheet to pay a special dividend subject to the consummation of a potential transaction. Mr. L’Heureux agreed to further consider Mr. Heinberg’s views and committed to sending Mr. Heinberg an updated written indication of interest in the following days. Later that day, Mr. Heinberg called Mr. L’Heureux and communicated that WSP’s strategic rationale was irrelevant to the Board of Directors in an all-cash acquisition of the type being proposed by WSP and so Mr. L’Heureux would not be permitted to address the Board of Directors directly, but that he would convene the Board of Directors to discuss the content of any updated offer received from WSP.

On July 10, 2019, WSP sent to Mr. Heinberg a revised indication of interest to acquire E&E for a price per share of $16.00 in cash. The revised indication of interest stated that it was subject to completion of due diligence and indicated that WSP was prepared to begin drafting a merger agreement governing the potential transaction.

On July 11, 2019, the Board of Directors held a telephonic meeting, with representatives of Cleary Gottlieb attending at the invitation of the Board of Directors, during which Mr. Heinberg updated the directors as to the status of negotiations with WSP and reviewed with the directors the terms of the revised indication of interest. Representatives of Cleary Gottlieb also reviewed with the Board of Directors its fiduciary duties in considering WSP’s indication of interest and a possible sale of E&E. Following a discussion of, among other things, WSP’s revised indication of interest, the potential benefits and risks of E&E remaining an independent public company and potential ways the Board of Directors could respond to WSP, the Board of Directors then directed Mr. Heinberg to communicate to Mr. L’Heureux that the Board of Directors was unwilling to continue discussions regarding a potential strategic transaction on the basis of WSP’s updated $16.00 per share offer, but that it would be willing to revisit that position in the event WSP was willing to increase its offer. The Board of Directors also discussed the potential engagement of an independent financial advisor to help the Board of Directors analyze the offer price, but determined not to do so at such time given significant concerns about the potential adverse effect a leak would have on E&E’s business. Justin C. Jacobs, a director of E&E, offered to obtain the assistance of his colleagues at Mill Road Capital Management LLC (“Mill Road”) to assist the Board of Directors in collecting and reviewing some preliminary valuation data prior to the Board of Directors’ engagement of an independent financial advisor, and the other directors agreed that would be helpful.

On July 15, 2019, Mr. Heinberg had a telephone call with Mr. L’Heureux during which Mr. Heinberg conveyed that the Board of Directors was unwilling to proceed with a transaction at the $16.00 per share price, but that it would

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be willing to consider an increased offer. In response, Mr. L’Heureux orally conveyed a revised offer to acquire E&E for $17.00 per share in cash. Mr. L’Heureux further indicated that WSP desired to enter into a definitive agreement for a potential transaction with E&E by August 8, 2019, the date of WSP’s second quarter earnings announcement. Mr. Heinberg replied that he would need to consult with the Board of Directors about the increased offer, but that he thought the Board of Directors was unlikely to find a $17.00 per share offer price acceptable. Mr. Heinberg also indicated to Mr. L’Heureux that the Board of Directors was interested in paying a special dividend to E&E’s stockholders in connection with the potential transaction and also conveyed the expectation that any definitive merger agreement for the potential transaction would provide for a “go-shop” period during which E&E would be permitted to solicit alternative proposals given that E&E did not expect to speak with other potential acquirors prior to entering into such a merger agreement due to the Board of Directors’ significant concerns about the adverse consequences of a leak. Mr. Heinberg indicated that he would present WSP’s increased offer to the Board of Directors and requested that Mr. L’Heureux provide a targeted list of confirmatory due diligence items in parallel.

On July 18, 2019, representatives of WSP emailed Mr. Heinberg a list of preliminary due diligence requests.

On July 19, 2019, the Board of Directors held a telephonic meeting with representatives of Cleary Gottlieb attending at the invitation of the Board of Directors. Mr. Heinberg provided an update to the Board of Directors regarding WSP’s increased $17.00 per share offer price and other recent developments concerning E&E. The Board of Directors then discussed, among other things, the increased $17.00 per share offer price and general trends relating to E&E’s business. Mr. Jacobs also reviewed with the Board of Directors the preliminary valuation data that were collected with the assistance of Mill Road, which the Board discussed as a reference point to be supplemented by valuation analyses to be performed by an independent financial advisor once engaged. Following these discussions, the Board of Directors directed Mr. Heinberg to communicate to Mr. L’Heureux that the Board of Directors was prepared to proceed with negotiations for a strategic transaction on the basis of WSP’s $17.00 per share offer price, subject to WSP agreeing that E&E could pay a special dividend in connection with the potential transaction in addition to the regular semi-annual dividend of $0.20 per share expected to be declared by the Board of Directors later on in July. The Board of Directors also authorized the entry on behalf of E&E into a retention agreement with an additional member of E&E’s senior management who was to be informed of the potential strategic transaction. The member of E&E senior management who the Board of Directors authorized E&E to enter into a retention agreement with was subsequently informed of the general terms of the retention arrangement that the Board of Directors had approved and the retention agreement was entered into shortly prior to the execution of the Merger Agreement.

On July 20, 2019, Mr. Heinberg contacted Mr. L’Heureux to convey the Board of Directors’ feedback from the July 19, 2019 meeting. Following discussion, Mr. Heinberg agreed that E&E would permit WSP to proceed with confirmatory due diligence for the potential transaction on the basis of Mr. L’Heureux’s oral agreement that E&E would be permitted to pay a $0.30 per share special dividend to E&E’s stockholders in connection with the closing of the potential transaction in addition to the $17.00 per share in merger consideration and the $0.20 per share regular semi-annual dividend that was expected to be declared. Mr. Heinberg also reiterated the expectation that any definitive merger agreement would provide for a “go-shop” period and stressed that any termination fee for a potential transaction should be in a customary range for a U.S. public transaction. Mr. L’Heureux indicated that he would direct Hogan Lovells US LLP, U.S. counsel to WSP (“Hogan Lovells”), to begin drafting a definitive merger agreement. Mr. Heinberg and Mr. L’Heureux agreed that the companies would target an announcement date for the potential transaction of August 8, 2019.

On July 22, 2019, WSP submitted a comprehensive list of due diligence requests to Mr. Heinberg and Ms. Mullaney-Westfall and, from that date until the Merger Agreement was executed on August 28, 2019, WSP and its advisors conducted due diligence on E&E and its subsidiaries.

On July 24, 2019, E&E held its annual stockholder meeting. Following that meeting, the Board of Directors held a meeting, with representatives of Cleary Gottlieb attending by telephone for a portion of the meeting at the invitation of the Board of Directors. At the meeting, the Board of Directors declared a dividend payable on or before August 12, 2019 to stockholders of E&E as of August 5, 2019 of $0.20 per share and discussed developments relating to the potential transaction with WSP since its July 19, 2019 meeting. In addition, among other things, the Board of Directors and the representatives of Cleary Gottlieb reviewed the merits and risks of a “go-shop” process relative to the merits and risks of a process in which the Board of Directors would hire an independent financial advisor to solicit third-party proposals for the acquisition of E&E prior to the signing of a definitive merger agreement with WSP. The Board of Directors then authorized Mr. Heinberg to engage an independent financial advisor to deliver an

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opinion regarding fairness in connection with the Board of Directors’ consideration of the potential transaction and to potentially conduct a process for soliciting alternative proposals for the acquisition of E&E from third parties before or after the signing of a definitive merger agreement with WSP.

On July 25, 2019, Hogan Lovells sent Cleary Gottlieb a draft merger agreement and a draft form of voting and support agreement to be entered into by certain E&E stockholders. The draft merger agreement included a termination fee equal to 5.0% of the total merger consideration, including the value of the special dividend, which would be payable by E&E in the event that, among other situations, E&E were to terminate the merger agreement to enter into an alternative transaction. The draft merger agreement did not include a “go-shop” provision, and instead proposed that E&E would only be permitted to respond, subject to certain limitations, to unsolicited proposals received from third parties between the signing of the definitive merger agreement and approval of the acquisition by E&E’s stockholders, and provided that WSP was not required to divest assets or take other mitigation measures to obtain regulatory approval of the potential transaction. The draft form of voting and support agreement required the E&E stockholders that would be party to it to, among other things, vote all of their E&E shares in favor of the potential transaction and against any alternative transaction, even if the Board of Directors changed its recommendation in favor of the potential transaction.

On July 26, 2019, representatives of Hogan Lovells, Cleary Gottlieb and Stikeman held an introductory telephone call during which the representatives of Hogan Lovells and Stikeman provided an overview of certain provisions of the draft merger agreement and communicated additional due diligence requests. The parties did not negotiate the draft merger agreement during the call, but the representatives of Cleary Gottlieb expressed surprise that a “go-shop” provision had not been included in light of the expectations that Mr. Heinberg had communicated regarding terms for an agreement.

On July 29, 2019, Philippe Fortier, WSP’s Chief Legal Officer and Corporate Secretary, contacted Mr. Heinberg to discuss WSP’s concerns, in light of WSP’s existing Chilean operations, relating to certain restrictive covenants contained in the stockholders agreement of GAC, dated as of September 23, 1999, that purport to restrict the provision of services in certain lines of business and geographic areas (the “GAC Restrictions”). Mr. Heinberg and Mr. Fortier agreed to discuss potential ways to alleviative WSP’s concerns regarding the GAC Restrictions in parallel with ongoing negotiations of the definitive merger agreement.

Later in the day on July 29, 2019, Mr. Heinberg held a telephone call with Mr. L’Heureux, during which Mr. L’Heureux indicated that WSP was unwilling to allow E&E to actively solicit potential alternative transactions during a “go-shop” period following the signing of a definitive merger agreement.

On July 30, 2019, Mr. Fortier contacted Mr. Heinberg to further discuss the GAC Restrictions. Mr. Fortier indicated that while WSP continued to work toward an announcement date of August 8, 2019 for the potential transaction with E&E, WSP’s expectation was that, prior to the signing of the definitive merger agreement, the parties would ensure the GAC Restrictions would be terminated or restructured following the consummation of the potential transaction.

Later in the day on July 30, 2019, Cleary Gottlieb delivered revised drafts of the merger agreement and the form of voting and support agreement to Hogan Lovells. The revised draft of the merger agreement, among other things, deleted the termination fee percentage proposed in the Hogan Lovells draft, included a “hell or high water” efforts standard with respect to WSP’s obligation to obtain the approval of CFIUS for the proposed transaction and included other changes intended to reduce the risk that the conditions to closing of the transaction would not be met. The revised draft of the merger agreement also included a 30-day “go-shop” provision with a termination fee of $1.5 million if a transaction with a third party were entered into during the “go-shop” period or, with respect to parties from whom E&E had received an acquisition proposal during the initial 30-day “go-shop” period, during a 45-day period following the signing of the definitive merger agreement. The revised draft of the form of voting and support agreement, among other things, provided for the termination of the voting and support agreement upon the withdrawal or modification of the Board of Directors’ recommendation to E&E’s stockholders to vote in favor of the merger with WSP.

On July 31, 2019, E&E engaged Baird to act as E&E’s financial advisor by rendering an opinion in connection with the potential transaction with WSP based on Baird’s experience as a nationally recognized investment banking firm and substantial expertise in transactions similar to the potential transaction.

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On August 1, 2019, Mr. Fortier contacted Mr. Heinberg and conveyed that, pending further review of potential ways to alleviate WSP’s concerns regarding the GAC Restrictions, WSP would likely not be in position to enter into a definitive merger agreement by August 8, 2019.

Later on August 1, 2019, the Board of Directors held a telephonic meeting, with representatives of Cleary Gottlieb attending at the invitation of the Board of Directors, to discuss developments relating to the potential transaction with WSP since the Board of Directors meeting on July 24, 2019. The Board of Directors discussed, among other things, the concerns raised by WSP with respect to the GAC Restrictions and reviewed the status of negotiations on the definitive merger agreement. The Board of Directors also discussed WSP’s stated position that it would not agree to allow E&E to actively solicit potential alterative transactions following the signing of the merger agreement and discussed alternative ways the Board of Directors could become comfortable that a superior offer was not reasonably attainable from a third party while minimizing the risk of a leak. Additionally, the Board of Directors discussed the potential that WSP would terminate negotiations or lower its offer price due to, among other things, its concerns about the GAC Restrictions.

On August 2, 2019, Mr. Fortier contacted Mr. Heinberg and indicated that WSP and Hogan Lovells’ review of the draft merger agreement provided by Cleary Gottlieb was on hold pending further discussion with Mr. L’Heureux with respect to the GAC Restrictions, other key terms of the draft merger agreement and WSP’s ongoing due diligence. Mr. Fortier also confirmed that WSP was no longer working toward entering into a definitive merger agreement by August 8, 2019.

On August 5, 2019, Mr. Heinberg and Mr. L’Heureux had a telephone call during which Mr. L’Heureux conveyed that WSP was continuing to consider a potential transaction with E&E, but was likely to postpone continued discussions for the time being at the current offer price. In response, Mr. Heinberg indicated that E&E had other strategic priorities that required its attention and might not be in a position to engage in discussions with respect to a potential transaction at a later date. Mr. Heinberg also encouraged Mr. L’Heureux to continue discussions regarding the potential transaction and requested that Mr. L’Heureux consider an offer price at which WSP would be willing to proceed at that time.

On August 6, 2019, Mr. L’Heureux emailed Mr. Heinberg a revised offer to acquire E&E for $15.00 per share in cash, which offer contemplated that E&E would not be permitted to declare a special dividend to its stockholders in connection with the potential transaction. The revised offer also contemplated, among other things, a “customary go-shop” period, including a lower termination fee applicable during the “go-shop” period, a reduced efforts standard relating to WSP’s obligation to obtain CFIUS approval for the potential transaction and WSP’s concerns with respect the GAC Restrictions being eliminated prior to the signing of a definitive merger agreement in respect of the potential transaction.

Later on August 6, 2019, the Board of Directors held a telephonic meeting, with representatives of Cleary Gottlieb attending at the invitation of the Board of Directors, to discuss WSP’s revised offer. Mr. Heinberg provided an update to the Board of Directors regarding E&E’s preliminary financial results for the fourth fiscal quarter as well as additional recent developments concerning E&E, and the Board of Directors discussed those updates and the risks and uncertainties of E&E remaining an independent public company. After discussion of those matters, the Board of Directors determined that an all-cash acquisition at the revised offer price would still provide the best opportunity for maximizing stockholder value, particularly if E&E was also permitted to declare a special dividend to its stockholders in connection with the potential transaction, and authorized Mr. Heinberg to continue trying to reach agreement on the terms of the potential transaction with WSP.

On August 7, 2019, Mr. Heinberg and Mr. L’Heureux had a telephone call during which they agreed to resume working toward reaching agreement on the terms of a merger agreement for the potential transaction after Mr. L’Heureux agreed that E&E would be permitted to pay a $0.50 special dividend in connection with the potential transaction in addition to the $15.00 per share in merger consideration. Mr. L’Heureux noted that WSP’s willingness to proceed with the potential transaction was contingent on the completion by WSP of additional due diligence, particularly with respect to E&E’s South American operations. Mr. L’Heureux also indicated that WSP did not anticipate being in position to enter into the definitive merger agreement for the potential transaction until August 23, 2019.

On August 9, 2019, Hogan Lovells sent revised drafts of the merger agreement and the form of voting and support agreement to Cleary Gottlieb. The revised draft of the merger agreement, among other things, removed the “hell or high water” efforts standard governing WSP’s obligation to obtain CFIUS approval for the proposed transaction,

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reduced the “go-shop” period to 15 days and provided for a two-tiered termination fee, with $4.5 million payable by E&E for terminations during the “go-shop” period and $6.0 million payable thereafter. The draft merger agreement also provided for a pro rata reduction in the amount of the $0.50 per share special dividend for transaction expenses incurred by E&E in excess of $2.3 million (the “Transaction Expenses Cap”). The draft merger agreement further imposed a higher standard for the bring-down of certain of E&E’s representations and warranties at the closing of the proposed transaction, increasing the risk that the conditions to WSP’s obligation to consummate the merger would not be satisfied and WSP would not be required to close the potential transaction. The revised draft of the form of voting and support agreement, among other things, removed the provision that would cause it to terminate upon the withdrawal or modification of the Board of Directors’ recommendation to E&E’s stockholders to vote in favor of the merger with WSP.

On August 12, 2019, Mr. Heinberg had a telephone call with Ms. Royer to discuss the revised draft merger agreement submitted by Hogan Lovells, during which Mr. Heinberg indicated that the draft merger agreement provided insufficient closing certainty to E&E.

Later on August 12, 2019, representatives of Cleary Gottlieb sent an issues list to representatives of Hogan Lovells outlining E&E’s position on the key open issues in the draft merger agreement, including, among other things, the length and scope of the “go-shop” and the efforts standard for securing CFIUS approval, and on August 13, 2019, representatives of Cleary Gottlieb, Hogan Lovells, Stikeman, E&E and WSP had a telephone call to discuss the issues list.

On August 15, 2019, Cleary Gottlieb sent revised drafts of the merger agreement and form of voting and support agreement to Hogan Lovells. The revised draft of the merger agreement provided for a 30-day “go-shop” period, with the ability for E&E to continue negotiations thereafter with respect to parties from whom E&E had received an acquisition proposal during the “go-shop” period, as well as a two-tiered termination fee, with $3.0 million payable by E&E for terminations during the “go-shop” period and $4.0 million payable thereafter. The revised draft of the merger agreement also provided for an increase in the Transaction Expenses Cap to $3.25 million, added additional obligations WSP would be required to take to obtain CFIUS approval for the proposed transaction and lowered the standard for the bring-down of certain of E&E’s representations and warranties at the closing of the proposed transaction. The revised draft of the merger agreement also included, among other things, a condition precedent to WSP’s obligation to close that the Restructuring shall have been completed. The revised draft of the form of voting and support agreement provided, among other things, that upon the withdrawal or modification of the Board of Directors’ recommendation to E&E’s stockholders to vote in favor of the merger with WSP, the voting agreement would only apply to a reduced percentage of the aggregate voting power attributable to the shares covered by the voting and support agreement.

On August 16, 2019, representatives of E&E, WSP, Cleary Gottlieb and Hogan Lovells held a telephone call to negotiate various provisions in the draft merger agreement.On August 18, 2019, representatives of Hogan Lovells sent an issues list to representatives of Cleary Gottlieb outlining WSP’s position on several open issues in the draft merger agreement and proposing resolutions to each such issue.

On August 19, 2019, the Board of Directors held a telephonic meeting, with representatives of Cleary Gottlieb in attendance at the request of the Board of Directors. Mr. Heinberg and the representatives of Cleary Gottlieb updated the Board of Directors on the status of the draft merger agreement and draft form of voting and support agreement. The Board of Directors discussed, among other things, the decrease in certainty of closing that would result if E&E accepted WSP’s positions with respect to the actions WSP would be required to take to obtain CFIUS approval for the potential transaction and the bring-down standard for the accuracy of certain of E&E’s representations and warranties at the closing of the proposed transaction. The Board of Directors then directed Mr. Heinberg and Cleary Gottlieb to endeavor to reach resolutions on the remaining open issues in the draft merger agreement that would both be acceptable to WSP and seek to increase the certainty of closing.

Later on August 19, 2019, representatives of E&E, WSP, Cleary Gottlieb and Hogan Lovells had a conference call to attempt to finalize the outstanding open issues in the merger agreement. Between August 20, 2019 and the execution of the Merger Agreement on August 27, 2019, E&E, WSP and their respective counsels continued to exchange and discuss revised drafts of the merger agreement as well as drafts of the disclosure schedule to the merger agreement and other transaction documentation, and WSP completed its due diligence of E&E and its subsidiaries,

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including by meeting with representatives of E&E’s South American subsidiaries. During such time, representatives of E&E and Cleary Gottlieb also provided drafts of the voting and support agreement to, and engaged in discussions with, certain stockholders regarding the voting and support agreements that would be entered into in connection with the potential transaction.

On August 22, 2019, the Board of Directors held a telephonic meeting, with representatives of each of Cleary Gottlieb and Baird attending at the invitation of the Board of Directors. Mr. Heinberg provided an update on the status of negotiations with WSP since the prior Board of Directors meeting on August 19, 2019 and noted that the timeline for signing a definitive merger agreement with WSP was likely to be delayed until after August 23, 2019 as WSP was still finalizing its due diligence and the parties continued to finalize the transaction documentation. In addition, representatives of Baird discussed with the Board of Directors an overview of Baird’s financial analysis of the potential transaction that would underlie its opinion. The representatives of Baird also discussed an overview of their proposed strategy for soliciting acquisition proposals from third parties during the proposed go-shop period. The representatives of Baird then answered questions from directors.

On August 27, 2019, the Board of Directors held a telephonic meeting, with representatives of each of Cleary Gottlieb and Baird attending at the invitation of the Board of Directors. Mr. Heinberg provided an update on the status of negotiations with WSP since the last Board of Directors meeting on August 22, 2019. The representatives of Cleary Gottlieb reviewed with the Board of Directors a presentation with respect to the directors’ fiduciary duties in considering whether to approve E&E’s entry into the merger agreement as well as a summary of the terms of the proposed final versions of the merger agreement and the form of voting and support agreement, and the representatives of Baird reviewed their financial analysis underlying its opinion. Representatives of Cleary Gottlieb and Baird answered questions from the directors throughout the respective presentations. Baird then orally rendered its opinion to the Board of Directors, which was subsequently confirmed in writing by delivery of Baird’s written opinion addressed to the Board of Directors dated August 27, 2019, as to the fairness, as of the date of such opinion and from a financial point of view, to the holders of E&E Common Stock (other than the Excluded Holders) of the Per Share Merger Consideration to be received by such holders in the proposed transaction, as more fully described in the section of this Proxy Statement titled “The Merger—Opinion of E&E’s Financial Advisor” (page 33). Following further discussion, and for the reasons discussed below in “The Merger—Reasons for Recommendation of our Board of Directors” (page 29), the Board of Directors unanimously adopted resolutions approving and declaring advisable the Merger Agreement and the transactions contemplated thereby, recommending that E&E’s stockholders vote in favor of the transactions contemplated therein and approving the entry by E&E into definitive retention agreements with E&E employees. Mr. Heinberg then recused himself, and the Board of Directors discussed the upcoming expiration of Mr. Heinberg’s term as Executive Chairman on September 17, 2019. Given that the search for a permanent chief executive officer of E&E would be suspended due to the pending Merger, the remaining directors unanimously adopted resolutions approving the extension of Mr. Heinberg’s term as Executive Chairman on the same terms as currently applied to such appointment until the earliest of (i) the date of the next annual stockholders meeting of E&E, (ii) September 17, 2020 and (iii) the date upon which Mr. Heinberg is earlier removed from his position as Executive Chairman by the Board of Directors.

Early in the morning of August 28, 2019, E&E and WSP executed and delivered the Merger Agreement and related transaction documents. Concurrently with the execution of the Merger Agreement, the Supporting Stockholders executed and delivered the Voting Agreements.

Before the opening of the United States trading markets on August 28, 2019, each of E&E and WSP issued a press release announcing the parties’ entry into the Merger Agreement.

After the execution and delivery of the Merger Agreement, at the direction of the Board of Directors and in connection with the “go-shop” period, which expired at 11:59 p.m. (New York time) on September 27, 2019, representatives of Baird contacted 20 potential acquirers, all of which are strategic acquirers, and, referencing publicly available information, inquired whether they would be interested in making a proposal to acquire E&E. Out of these 20 potential acquirers, 17 of the parties indicated that they were not interested in pursuing further discussions regarding a transaction, one party did not respond, and two parties (the “Go-Shop Parties”) indicated that they would review the opportunity. E&E entered into a confidentiality agreement with one of the Go-Shop Parties but did not ultimately provide any non-public information to either Go-Shop Party, both of which subsequently elected not to submit an indication of interest.

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As described in the section of this Proxy Statement titled “The Merger Agreement—Go-Shop Period” (page 61), the “go-shop” period has expired, and the Board of Directors determined hat no Excluded Person existed under the Merger Agreement.

Starting at 11:59 p.m. (New York time) on September 27, 2019, E&E became subject to “no-shop” restrictions, as further described in the section titled “The Merger Agreement—No Solicitation or Discussions by E&E” (page 61).

Reasons for the Recommendation of our Board of Directors

On August 27, 2019, our Board of Directors unanimously (i) determined that the Merger is advisable and fair to, and in the best interests of, E&E and its stockholders, (ii) approved the execution, delivery and performance of the Merger Agreement by E&E and the consummation by E&E of the transactions contemplated by the Merger Agreement, including the Merger, and (iii) resolved to recommend the adoption of the Merger Agreement by the holders of E&E Common Stock and directed that the Merger Agreement be submitted for adoption by the holders of E&E Common Stock at the Special Meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE (1) “FOR” THE MERGER AGREEMENT PROPOSAL; (2) “FOR” THE COMPENSATION PROPOSAL; AND (3) “FOR” THE ADJOURNMENT PROPOSAL.

In the course of reaching its determination and recommendation, our Board of Directors consulted with our management, our outside legal advisor, Cleary Gottlieb, regarding our Board of Directors’ fiduciary obligations and the contractual terms of the Merger Agreement, and our financial advisor, Baird, regarding the financial terms of the Merger Agreement. Our Board of Directors considered a number of factors, including the following factors (which are not listed in any relative order of importance), in reaching its conclusion to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and to recommend that our stockholders vote to adopt the Merger Agreement, which it viewed as supporting its decision:

our Board of Directors’ ongoing evaluation of E&E’s short- and long-term strategic goals and opportunities, competitive environment, and short- and long-term performance and potential strategic alternatives, and the potential risks, rewards and uncertainties associated with such goals and opportunities, competitive environment, performance and potential strategic alternatives, and our Board of Directors’ belief that the Merger provided the best opportunity for maximizing stockholder value;
the fact that the all-cash Per Share Merger Consideration to be paid by Parent reflected extensive negotiations between the parties, and the Board of Directors’ belief that the agreed Per Share Merger Consideration represented the best economic value reasonably available to E&E stockholders;
the current and historical market price of E&E Common Stock, including the fact that the Merger Consideration of $15.00 per share represented a 47.9% premium to the closing price of $10.14 per share on August 27, 2019, the last trading day before the Merger was approved by our Board of Directors;
the fact that E&E’s stockholders will be entitled to receive the Special Dividend, contingent on the consummation of the Merger, of up to $0.50 per share in cash in addition to the Merger Consideration;
the extremely limited liquidity of the E&E Class A Common Stock in view of its small public float and the expectation that such limited liquidity would continue to place downward pressure on E&E’s Class A Common Stock price;
the belief that the Per Share Merger Consideration (together with the Special Dividend) represented the highest price that Parent was willing to pay;
our Board of Directors’ familiarity with, and understanding of, E&E’s business, assets, financial condition, results of operations, current business strategy, prospects and the risks facing E&E’s industry, in general, and E&E, in particular, including:
changes in laws and regulations related to the protection of the environment, including the current U.S. government administration’s decision to decline to enforce some environmental laws and repeal certain regulations, which has adversely impacted E&E’s ability to generate revenue;
depressed activity in E&E’s core markets, particularly the energy and federal governmental sectors, including a trend of longer periods being required for current or potential clients to make contract award decisions and for clients to release contract scopes and delivery schedules;

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the absence of a permanent chief executive officer of E&E and its potential impact on employee, client and stockholder confidence in E&E’s ability to have and implement a consistent strategic plan to perform and prosper;
E&E’s historical operating and financial performance, including its lack of revenue growth and erosion of profits during recent fiscal years;
the 22% decrease in E&E’s total firm backlog from U.S. operations over the twelve month period preceding April 27, 2019, reflecting the failure of new client orders to keep pace with work delivered on active projects;
the ongoing negative impact on E&E’s earnings of nonrecurring costs reflecting severance and termination expenses related to staff reduction programs;
the significant costs and expenses E&E incurred related to the recent restatement of E&E’s financial statements;
concerns about retention of key employees; and
the various additional risks and uncertainties that are described in E&E’s most recent Annual Report on Form 10-K filed with the SEC and attached hereto as Annex E;
the fact that the all-cash Per Share Merger Consideration to be paid by Parent provides our stockholders with certainty of value and liquidity for their shares upon the completion of the Merger and does not expose them to any future risks related to the business of E&E as compared to the potential rewards, risks and uncertainties inherent in E&E’s business as an independent company, including the risks set forth under the immediately preceding bullets, or the financial markets generally;
the financial analysis reviewed by Baird with our Board of Directors as well as the oral opinion of Baird rendered to our Board of Directors on August 27, 2019, which was subsequently confirmed in writing by delivery of Baird’s written opinion addressed to our Board of Directors dated August 27, 2019, as to the fairness, as of the date of such opinion and from a financial point of view, to the holders of E&E Common Stock (other than the Excluded Holders) of the Per Share Merger Consideration to be received by such holder in the Merger, as more fully described in the section of this Proxy Statement titled “The Merger—Opinion of E&E’s Financial Advisor” (page 33). The full text of Baird’s written opinion, which describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Baird in connection with the preparation of its opinion, is attached as Annex B to this Proxy Statement, and E&E stockholders are urged to read this written opinion in its entirety;
the nature of the conditions to completion of the Merger included in the Merger Agreement, as well as the degree of likelihood of satisfaction or waiver of all of the conditions to the completion of the Merger;
the obligation of Parent to use reasonable best efforts to take all actions, or do all things, necessary, proper or advisable to consummate the Merger, including obtaining approvals from or acceptances by CFIUS and DCSA (provided that such actions do not result in the imposition of a Burdensome Condition (as defined below) on Parent) (as more fully described in the section of this Proxy Statement titled “The Merger Agreement—Efforts to Complete the Merger” (page 68));
the fact that Parent’s obligations pursuant to the Merger Agreement are not subject to any financing condition or similar contingency based on Parent’s ability to obtain financing;
the fact that E&E negotiated for, and secured, the right to actively solicit proposals during the 30-day “go-shop” period under the Merger Agreement and to continue discussions, provision of access to non-public information and negotiations following the “go-shop” period with any third party from whom E&E receives a bona fide, written acquisition proposal during the “go-shop” period that our Board of Directors determines, after taking into account the advice of an independent financial advisor and E&E’s outside legal counsel, constitutes a superior offer or could be expected to result in a superior offer (as more fully described in the section of this Proxy Statement titled “The Merger Agreement—Go-Shop Period” (page 61) and “The Merger Agreement—No Solicitation or Discussions by E&E” (page 61));

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E&E’s right, following the “go-shop” period, to engage in negotiations with, and provide information to, any third party that makes an unsolicited proposal that is received prior to the approval of the Merger Agreement Proposal by E&E stockholders and relates to an alternative transaction, if our Board of Directors determines in good faith, after having taken into account the advice of an independent financial advisor and E&E’s outside legal counsel, that such proposal constitutes, or could reasonably be expected to result in, a superior offer and, after having taken into account the advice of E&E’s outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its directors’ fiduciary obligations under applicable New York law, subject to certain conditions (as more fully described in the sections of this Proxy Statement titled “The Merger Agreement—No Solicitation or Discussions by E&E” (page 61) and “The Merger Agreement—Stockholders’ Meeting; No Change in Board Recommendation” (page 63));
the right of our Board of Directors to change its recommendation regarding the approval of the Merger Agreement, including to recommend a superior offer, and the right of E&E to terminate the Merger Agreement to enter into a definitive transaction agreement in respect of a superior offer, in each case, if our Board of Directors has determined in good faith, after having taken into account the advice of E&E’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its directors’ fiduciary obligations under applicable New York law, subject to certain conditions (including in connection with a termination of the Merger Agreement in such circumstances, the payment by E&E to Parent of a $3.0 or $4.0 million termination fee, as applicable, depending on the circumstances of such termination) (as more fully described in the sections of this Proxy Statement titled “The Merger Agreement—No Solicitation or Discussions by E&E” (page 61) and “The Merger Agreement—Stockholders’ Meeting; No Change in Board Recommendation” (page 63));
the belief of our Board of Directors taking into account the advice of outside counsel and its financial advisor that, although the termination fees described above might have the effect of discouraging competing third party proposals, such provisions are customary for transactions of this type and that payment of fees in such amounts would not be likely to be a meaningful deterrent to alternative acquisition proposals;
the fact that the Supporting Stockholders would, concurrently with E&E’s execution of the Merger Agreement, be entering into the Voting Agreements obligating them to vote their shares of E&E Common Stock in favor of the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement until termination of the Voting Agreements, which would occur upon the earliest of certain events, including the valid termination of the Merger Agreement to accept a superior offer, and that, if our Board of Directors withdraws or modifies its recommendation to E&E’s stockholders to vote in favor of the Merger but E&E does not (or is unable to) terminate the Merger Agreement, the shares of E&E Common Stock subject to the Voting Agreements would be automatically reduced from 100% to 70% of the aggregate voting power attributable to the shares of E&E Common Stock initially subject to the Voting Agreements (as more fully described in the section of this Proxy Statement titled “The Merger—Voting Agreements” (page 45));
the right of E&E to seek specific performance of Parent’s obligations to prevent breaches and to enforce the Merger Agreement (as more fully described in the section of this Proxy Statement titled “The Merger Agreement—Enforcement; Remedies” (page 75));
the fact that, in the Board of Directors’ view, taking into account the advice of outside counsel, the end date under the Merger Agreement likely allows for sufficient time to satisfy the relevant conditions and complete the Merger;
the nature of the representations, warranties and covenants of E&E in the Merger Agreement;
the availability of dissenters’ rights under New York law for holders of E&E Class B Common Stock who vote against the adoption of the Merger Agreement (other than Supporting Stockholders) and who have properly exercised their dissenters’ rights in accordance with Section 623 of the New York Business Corporation Law (“NYBCL”) (as described in the section of this Proxy Statement titled “The Merger—Dissenters’ Rights for E&E Class B Stockholders” (page 46));

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the extensive process conducted by our Board of Directors, including multiple meetings over the course of more than three months to evaluate the potential transaction with Parent;
the fact that our Board of Directors was advised by highly-qualified, independent advisors;
the belief of our Board of Directors that Parent’s scale will offer a greater breadth of opportunity for career advancement for E&E’s employees; and
the belief of the Board of Directors that Parent’s scale will permit the combined company to provide a broader scope of work and higher level of technical expertise to E&E’s existing and potential new clients.

In the course of its deliberations, our Board of Directors also considered a variety of risks in connection with the proposed transaction and other potentially negative factors, including the following (which are not in any relative order of importance):

the fact that the all-cash Per Share Merger Consideration, while providing relative certainty of value, would not allow E&E’s stockholders to participate in potential improvements in E&E’s business and the potential appreciation of E&E’s stock price after the Merger or in the potential appreciation of WSP’s stock price after the Merger;
the fact that the Board of Directors had decided not to engage in a broad-based process for a sale of E&E, which decision was informed by the view of the Board of Directors that the potential adverse consequences to E&E of running such a process would outweigh the benefits given the ability of E&E to solicit potential superior offers for 30 days following the announcement of the Merger in accordance with the terms of the Merger Agreement;
the possibility that the 30-day “go-shop” period following the announcement of the Merger might be insufficiently long to solicit a potential superior offer;
the possibility that the Merger may not be completed or that completion may be unduly delayed for reasons beyond the control of E&E and/or Parent, including the potential length of the regulatory review process and the risk that CFIUS and/or DCSA may not approve the proposed Merger or otherwise impose conditions on E&E and/or Parent to obtain clearance for the Merger, which failure to approve or conditions might give Parent the right not to consummate the Merger;
the fact that the Merger Agreement includes restrictions on the ability of E&E to solicit proposals for alternative transactions or engage in discussions regarding such proposals following the expiration of the 30-day “go-shop” period, subject to certain exceptions (as more fully described in the sections of this Proxy Statement titled “The Merger Agreement—No Solicitation or Discussions by E&E” (page 61); and “The Merger Agreement—Stockholders’ Meeting; No Change in Board Recommendation” (page 63));
the lack of availability of dissenters’ rights under New York law for holders of E&E Class A Common Stock;
the potential for diversion of management and employee attention and for increased employee attrition during the period prior to completion of the Merger, and the potential effect of the Merger on E&E’s business and relations with clients, suppliers and strategic partners;
the restrictions on the conduct of E&E’s business prior to completion of the Merger, requiring E&E to conduct its business and operations in the ordinary course and in accordance with past practice, subject to specific limitations, which could delay or prevent E&E from undertaking business opportunities that may arise pending completion of the Merger and could negatively impact E&E’s ability to attract and retain employees and decisions of clients, suppliers and strategic partners;
the transaction costs and retention costs to be incurred in connection with the proposed Merger, regardless of whether the proposed Merger is completed;
the fact that E&E’s directors and officers may have interests in the Merger that may be different from, or in addition to, those of E&E’s stockholders (see below under the section of this Proxy Statement titled “The Merger—Interests of Our Directors and Executive Officers in the Merger” (page 42)); and
the fact that if the Merger is not completed, E&E will have expended significant human and financial resources on a failed transaction, and may also be required to pay a termination fee of $3.0 million or $4.0

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million, as applicable, or reimburse Parent’s expenses (up to a maximum amount equal to $1.75 million) under various circumstances (as more fully described in the section of this Proxy Statement titled “The Merger Agreement—Transaction Expenses and Termination Fees” (page 74));

the fact that the Merger Consideration and the receipt of the Special Dividend will be taxable to E&E’s U.S. stockholders (as more fully described in the section of this Proxy Statement titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” (page 48));
the possibility that the Transaction Expenses (as defined below) might exceed $3,050,000, thus reducing the amount of the Special Dividend holders of E&E Common Stock will be entitled to receive contingent on the consummation of the Merger (as more fully described in the section of this Proxy Statement titled “The Merger Agreement—Special Dividend” (page 55)); and
various other risks associated with the Merger and the business of E&E described in the section of this Proxy Statement titled “Caution Regarding Forward-Looking Statements” (page 15).

Our Board of Directors considered all of these factors as a whole, and, on balance, concluded that they supported a determination to approve E&E’s entry into the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. The foregoing discussion of the information and factors considered by our Board of Directors is not exhaustive. In view of the wide variety of factors considered by our Board of Directors in connection with its evaluation of the proposed Merger and the complexity of these matters, our Board of Directors did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Our Board of Directors evaluated the factors described above, among others, and concluded that the Merger is advisable and fair to, and in the best interests of, E&E and its stockholders. In considering the factors described above and any other factors, individual members of our Board of Directors may have viewed factors differently or given different weight or merit to different factors. Our Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this Proxy Statement titled “Caution Regarding Forward-Looking Statements” (page 15).

In considering the recommendation of our Board of Directors to approve the Merger Agreement Proposal, E&E stockholders should be aware that our executive officers and directors may have interests in the Merger that are different from, or in addition to, those of E&E stockholders generally. Our Board of Directors was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that our stockholders vote “FOR” the Merger Agreement Proposal. See the section of this Proxy Statement titled “The Merger—Interests of Our Directors and Executive Officers in the Merger” (page 42) for more information.

Opinion of E&E’s Financial Advisor

The Board of Directors retained Baird in connection with its consideration of the Merger and to render an opinion as to the fairness, from a financial point of view, to the holders of E&E Common Stock (other than the Excluded Holders) of the Per Share Merger Consideration to be received by such holders in the Merger.

On August 27, 2019, Baird delivered its oral opinion (which was subsequently confirmed in writing by delivery of Baird’s written opinion addressed to the Board of Directors as of the same date) to the effect that, as of that date and based upon and subject to the assumptions, procedures, matters and limitations set forth therein, the Per Share Merger Consideration to be received by the holders of E&E Common Stock (other than the Excluded Holders) was fair, from a financial point of view, to such holders. Baird did not take the Special Dividend into account for purposes of its opinion.

The full text of Baird’s written opinion, dated August 27, 2019, which sets forth the assumptions made, general procedures followed, matters considered and limitations on the review undertaken by Baird in rendering its opinion, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. Baird’s opinion is directed only to the fairness, as of the date of the opinion and from a financial point of view, to the holders of E&E Common Stock (other than the Excluded Holders) of the Per Share Merger Consideration to be received by such holders in the Merger and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act with respect to the Merger or otherwise. The summary of Baird’s opinion set forth below is qualified in its entirety by reference to the full text of the opinion attached as Annex B to this Proxy Statement. E&E’s shareholders are urged to read the opinion carefully in its entirety.

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In conducting its financial analyses and in arriving at its opinion, Baird reviewed such information and took into account such financial and economic factors, investment banking procedures and considerations as Baird deemed customary and appropriate under the circumstances. During this process, and subject to the various assumptions, qualifications and limitations set forth in its written opinion, Baird, among other things: (i) reviewed certain internal information, primarily financial in nature, including (A) financial forecasts concerning the business and operations of E&E for fiscal years ending July 31, 2020 through July 31, 2024 furnished to Baird, and prepared and certified, by E&E’s management for purposes of Baird’s analysis (the “E&E Forecasts”), and (B) preliminary, unaudited financial statements of E&E for the fiscal year ended July 31, 2019 (the “E&E 2019 Preliminary Financial Information”), which E&E’s management prepared and identified as being the most current financial statements available; (ii) reviewed certain publicly available information, including, but not limited to, E&E’s then-recent filings with the Securities and Exchange Commission; (iii) reviewed the principal financial terms of a draft dated August 26, 2019 of the Merger Agreement in the form expected to be presented to the Board of Directors as they related to Baird’s analysis; (iv) compared the financial position and operating results of E&E with those of certain other publicly traded companies Baird deemed relevant; (v) compared the historical market prices and market trading multiples of E&E Common Stock with those of certain other publicly traded companies Baird deemed relevant; (vi) compared the proposed Per Share Merger Consideration as a multiple of enterprise value with the reported implied multiples of enterprise values for certain other transactions Baird deemed relevant; and (vii) reviewed E&E’s certificate regarding financial information furnished to Baird. Baird held discussions with members of E&E’s senior management concerning E&E’s historical and current financial condition and operating results, as well as the future prospects of E&E. Although Baird had not been engaged or requested to, and Baird did not, solicit third party indications of interest in acquiring all or any part of E&E prior to or as of the date of its written opinion, as a part of Baird’s engagement, Baird was requested by E&E to, and Baird would, solicit third party indications of interest in acquiring E&E for a prescribed “go-shop” period following the execution of the Merger Agreement in accordance with the terms of the Merger Agreement. Baird was not engaged or requested to, and Baird did not, provide any advice concerning the structure of the Merger, the specific amount of the Per Share Merger Consideration, or any other aspects of the Merger, and Baird was not involved in assisting Parent in obtaining any financing of the Merger. Baird also considered other information, financial studies, analyses and investigations and financial, economic and market criteria which it deemed customary and appropriate for the preparation of its opinion.

In arriving at its opinion, Baird assumed and relied upon, without independent verification, the accuracy and completeness of all of the financial and other information that was publicly available or provided to it by or on behalf of E&E. Baird did not independently verify any publicly available information or information supplied to it by E&E or the Parent. Baird was not engaged to independently verify, did not assume any responsibility to verify, assumed no liability for, and expressed no opinion on, any such information, and Baird assumed and relied upon, without independent verification, that E&E was not aware of any information prepared by it or its advisors that might be material to its opinion that had not been provided to Baird. Baird assumed and relied upon, without independent verification, that: (i) all material assets and liabilities (contingent or otherwise, known or unknown) of E&E were substantially as set forth in E&E’s then-most recent financial statements provided to Baird, and there was no information or facts that would make any of the information reviewed by Baird incomplete or misleading in any material respect; (ii) the financial statements of E&E provided to Baird presented fairly in all material respects the results of operations, cash flows and financial condition of E&E for the periods, and as of the dates, indicated and were prepared in all material respects in conformity with U.S. generally accepted accounting principles consistently applied; (iii) the E&E Forecasts were reasonably prepared on bases reflecting the then-best available estimates and good faith judgments of E&E’s management as to the future performance of E&E, and Baird relied, without independent verification, upon such E&E Forecasts in the preparation of its opinion, although Baird expressed no opinion with respect to the E&E Forecasts or any judgments, estimates, assumptions or basis on which they were based, and Baird assumed, without independent verification, that the E&E Forecasts then-currently contemplated by E&E’s management used in Baird’s analysis would be realized in the amounts and on the time schedule contemplated; (iv) in all respects material to Baird’s analysis, the Merger would be consummated in accordance with the terms and conditions of the Merger Agreement without any amendment or modification thereto and without waiver by any party of any of the conditions to their respective obligations thereunder; (v) in all respects material to Baird’s analysis, the representations and warranties contained in the Merger Agreement were true and correct and that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement; and (vi) all corporate, governmental, regulatory or other consents and approvals (contractual or otherwise) required to consummate the Merger had been, or would be, obtained without the need for any material changes to the Per Share Merger Consideration or other material financial terms or conditions of the Merger or that

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would otherwise materially affect E&E or Baird’s analysis. Baird relied upon and assumed, without independent verification, that the final form of any draft documents referred to above would not differ in any material respect from such draft documents. Baird relied, without independent verification, as to all legal, regulatory, accounting, insurance and tax matters regarding the Merger on the advice of E&E and its professional advisors, and Baird assumed that all such advice was correct in all respects material to its analysis and Baird had not expressed an opinion on such matters as they related to the Merger. In conducting its review, Baird did not undertake or obtain an independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise, known or unknown) or solvency of E&E nor did Baird make a physical inspection of the properties or facilities of E&E. In each case above, Baird made the assumptions and took the actions or inactions described above with E&E’s knowledge and consent.

Baird’s opinion necessarily was based upon economic, monetary and market conditions as they existed and could be evaluated on the date of its opinion, and Baird’s opinion did not predict or take into account any changes which may occur, or information which may become available, after the date of its opinion. Baird is under no obligation to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider, events occurring after the date of its opinion. Furthermore, Baird expressed no opinion as to the price or trading range at which any of E&E’s securities (including E&E Common Stock) would trade following the date of its opinion. Such price and trading range may be affected by a number of factors, including but not limited to (i) dispositions of Company Common Stock by shareholders within a short period of time after, or other market effects resulting from, the announcement of the Merger; (ii) changes in prevailing interest rates and other factors which generally influence the price of securities; (iii) adverse changes in the current capital markets; (iv) the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of E&E or in E&E’s industry; (v) any necessary actions by, or restrictions of, federal, state or other governmental agencies or regulatory authorities; and (vi) timely completion of the Merger on terms and conditions that are acceptable to all parties to the Merger Agreement.

Baird’s opinion was prepared at the request and for the information of the Board of Directors. Baird’s opinion did not address the relative merits or risks of: (i) the Merger, the Merger Agreement or any other agreements or other matters provided for, or contemplated by, the Merger Agreement; (ii) any other transactions that may be, or might have been, available as an alternative to the Merger; or (iii) the Merger compared to any other potential alternative transactions or business strategies considered by the Board of Directors and, accordingly, Baird relied upon its discussions with the management of E&E with respect to the availability and consequences of any alternatives to the Merger. Baird’s opinion did not constitute a recommendation to the Board of Directors, any security holder or any other person as to how any such person should vote or act with respect to the Merger or make any election with respect to the Merger.

The following is a summary of the material financial analyses performed by Baird in connection with rendering its opinion, which is qualified in its entirety by reference to the full text of the opinion attached as Annex B and to the other disclosures contained in this section. The following summary, however, does not purport to be a complete description of the financial analyses performed by Baird. Baird arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. Accordingly, Baird believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors or focusing on information presented in tabular format, without considering all analyses, methodologies and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Baird’s analyses and opinion. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The order of analyses described does not represent relative importance or weight given to the analyses performed by Baird. Some of the summaries of the financial analyses include information presented in a tabular format. These tables must be read together with the full text of each summary and alone are not a complete description of Baird’s financial analyses. Except as otherwise noted, the following quantitative information is based on market and financial data as it existed on or before August 26, 2019 and is not necessarily indicative of current market conditions.

Implied Valuation and Transaction Multiples. Based on the Per Share Merger Consideration, Baird calculated the implied “equity purchase price” (defined as the Per Share Merger Consideration multiplied by the total number of diluted shares of E&E Common Stock, including E&E Restricted Stock) to be approximately $64.9 million. In addition, Baird calculated the implied “total purchase price” (defined as the equity purchase price plus the book value of E&E’s total debt and minority interest, less cash, cash equivalents and marketable securities) to be approximately

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$54.5 million. Baird then calculated the multiples of the total purchase price to (i) E&E’s adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted earnings before interest and taxes (“EBIT”) for E&E’s latest twelve months ended July 31, 2019 (“LTM”) of $2.3 million and $1.3 million, respectively, as reflected in the E&E 2019 Preliminary Financial Information, and (ii) E&E’s adjusted EBITDA and adjusted EBIT for E&E’s projected next twelve months (“NTM”) of $4.4 million and $3.6 million, respectively, as reflected in the E&E Forecasts. These transaction multiples are summarized in the table below.

 
Multiple of Equity Purchase Price
 
LTM
NTM
Adjusted EBITDA
 
23.3x
 
 
12.3x
 
Adjusted EBIT
 
41.4x
 
 
15.1x
 

Selected Publicly Traded Company Analysis. Baird reviewed certain publicly available financial information and stock market information for certain publicly traded companies that Baird deemed relevant. The group of selected publicly traded companies reviewed is listed below.

AECOM
Jacobs Engineering Group Inc.
NV5 Global, Inc.
Stantec Inc.
Tetra Tech, Inc.
WSP Global Inc.

Baird chose these companies based on a review of publicly traded companies that possessed general business, operating and financial characteristics representative of companies in the engineering and environmental consulting sectors. Baird noted that none of the companies reviewed is identical to E&E and that, accordingly, the analysis of such companies necessarily involves complex considerations and judgments concerning differences in the business, operating and financial characteristics of each company and other factors that affect the public market values of such companies.

For each company, Baird calculated the “equity market value” (defined as the market price per share of each company’s common stock multiplied by the total number of diluted common shares outstanding of such company, including net shares issuable upon the exercise of outstanding stock options and warrants). In addition, Baird calculated the “total market value” (defined as the equity market value plus the book value of each company’s total debt and preferred stock, less cash, cash equivalents and marketable securities). Baird calculated the multiples of each company’s total market value to its LTM and NTM adjusted EBITDA and LTM and NTM adjusted EBIT Baird also compared the transaction multiples implied in the Merger (as described under Implied Valuation and Transaction Multiples above) with the corresponding trading multiples for the selected companies. Stock market and historical financial information for the selected companies was based on publicly available information as of August 26, 2019, and projected financial information for the selected companies was based on publicly available research reports as of that date. A summary of the trading multiples is provided in the table below.

 
Selected Public Company Enterprise Value
Multiples
Implied Transaction
Multiples
Enterprise Value / Adjusted EBITDA
 
Low
 
 
Average
 
 
Median
 
 
High
 
 
 
 
LTM
 
9.0
x
 
12.9
x
 
12.1
x
 
17.8
x
 
23.3
x
NTM
 
8.3
 
 
10.9
 
 
10.2
 
 
16.6
 
 
12.3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Enterprise Value / Adjusted EBIT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LTM
 
12.5
x
 
17.8
x
 
17.9
x
 
23.3
x
 
41.4
x
NTM
 
9.2
 
 
14.4
 
 
14.3
 
 
18.6
 
 
15.1
 

In addition, Baird calculated implied enterprise values of E&E based on the trading multiples of the selected public companies. Baird also calculated implied enterprise values of E&E and per share equity values of E&E Common

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Stock, based on the trading multiples of the selected public companies and on Baird’s professional judgement and experience, and compared the implied per share equity values of E&E Common Stock with the Per Share Merger Consideration. The implied enterprise values of E&E and per share equity values of E&E Common Stock are summarized in the table below.

 
Implied E&E Enterprise Values Based on
 
Selected Public Company Enterprise Value Multiples
($ in millions, except per share numbers)
Adjusted EBITDA
 
Low
 
 
Average
 
 
Median
 
 
High
 
LTM
$
21.1
 
$
30.1
 
$
28.3
 
$
41.5
 
NTM
 
36.9
 
 
48.1
 
 
45.3
 
 
73.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBIT
 
 
 
 
 
 
 
 
 
 
 
 
LTM
$
16.4
 
$
23.4
 
$
23.5
 
$
30.7
 
NTM
 
33.0
 
 
51.9
 
 
51.6
 
 
67.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Implied Enterprise Value
$
27.1
 
$
39.1
 
$
36.8
 
$
54.3
 
Implied Equity Value Per Share
$
8.67
 
$
11.45
 
$
10.91
 
$
14.96
 
Per Share Merger Consideration
$
15.00
 
$
15.00
 
$
15.00
 
$
15.00
 

Selected Acquisition Transaction Analysis. Baird reviewed certain publicly available financial information concerning certain completed acquisition transactions that Baird deemed relevant. The group of selected acquisition transactions is listed below.

Target
Acquiror
Completed Date
Berger Group Holdings, Inc.
WSP Global Inc.
12/18/18
CH2M HILL Companies, Ltd.
Jacobs Engineering Group Inc.
12/15/17
TRC Companies, Inc.
New Mountain Capital, LLC
06/21/17
WS Atkins plc
SNC-Lavalin Group Inc.
06/03/17
MWH Global, Inc.
Stantec Inc.
05/06/16
Stork Holding B.V.
Fluor Corporation
03/01/16
Coffey International Limited
Tetra Tech, Inc.
01/15/16

Baird chose these acquisition transactions based on a review of completed and pending acquisition transactions involving target companies that possessed general business, operating and financial characteristics representative of the engineering and environmental consulting sectors. Baird noted that none of the acquisition transactions or subject target companies reviewed is identical to the Merger or E&E, respectively, and that, accordingly, the analysis of such acquisition transactions necessarily involves complex considerations and judgments concerning differences in the business, operating and financial characteristics of each subject target company and each acquisition transaction and other factors that affect the values implied in such acquisition transactions.

For each transaction, Baird calculated the implied “equity purchase price” (defined as the purchase price of each target company’s common stock multiplied by the total number of diluted common shares outstanding of such company, including gross shares issuable upon the exercise of outstanding stock options and warrants, less assumed option and warrant proceeds, or alternatively defined as the value attributable to the equity of a target company). In addition, Baird calculated the implied “total purchase price” (defined as the equity purchase price plus the book value of each target company’s total debt and preferred stock and other debt-like items if applicable, less cash, cash equivalents and marketable securities). Baird calculated the multiples of each target company’s implied total purchase price to its publicly reported EBITDA and EBIT for the latest twelve months prior to the announcement of the acquisition transaction. Baird also compared the transaction multiples implied in the Merger (as described under Implied Valuation and Transaction Multiples above) with the corresponding implied total purchase price multiples for the selected acquisition transactions. Stock market and historical financial information for the selected transactions was based on publicly available information. A summary of the implied multiples is provided in the table below.

 
Selected Acquisition Transaction Implied Total
Purchase Price Multiples
Implied Transaction
Multiples
 
Low
Average
Median
High
 
LTM Adjusted EBITDA
 
7.0
x
 
10.0
x
 
9.5
x
 
14.6
x
 
23.3
x
LTM Adjusted EBIT
 
13.5
 
 
17.2
 
 
16.1
 
 
21.9
 
 
41.4
 

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In addition, Baird calculated implied enterprise values of E&E based on the implied total purchase price multiples of the selected acquisition transactions. Baird also calculated implied enterprise values of E&E and per share equity values of E&E Common Stock, based on the implied total purchase price multiples of the selected acquisition transactions and on Baird’s professional judgement and experience, and compared the implied per share equity values of E&E Common Stock with the Per Share Merger Consideration. The implied enterprise values of E&E and per share equity values of E&E Common Stock are summarized in the table below.

 
Implied E&E Enterprise Value Based on Selected Acquisition
Transaction Implied Total Purchase Price Multiples
($ in millions, except per share numbers)
 
Low
Average
Median
High
LTM Adjusted EBITDA
$
16.3
 
$
23.4
 
$
22.2
 
$
34.1
 
LTM Adjusted EBIT
 
17.7
 
 
22.6
 
 
21.2
 
 
28.8
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Implied Enterprise Value
$
17.0
 
$
23.0
 
$
21.7
 
$
31.5
 
Implied Equity Value Per Share
$
6.34
 
$
7.72
 
$
7.43
 
$
9.68
 
Per Share Merger Consideration
$
15.00
 
$
15.00
 
$
15.00
 
$
15.00
 

Discounted Cash Flow Analysis. Baird performed a discounted cash flow analysis utilizing E&E’s projected unlevered free cash flows (defined as net income excluding after-tax net interest, plus depreciation and amortization, less capital expenditures and increases in net working capital, plus/minus changes in other operating and investing cash flows) for fiscal years ending July 31, 2020 through 2024, as reflected in the E&E Forecasts. In its analysis, Baird calculated the present values of the unlevered free cash flows from 2020 to 2024 by discounting these amounts at rates ranging from 13% to 15%, which are estimates of E&E’s weighted average cost of capital calculated using the capital asset pricing model with a beta determined based on the selected publicly traded companies. Baird calculated the present values of the free cash flows beyond 2024 by calculating terminal values for E&E by applying a range of perpetuity growth rates of 2% to 4%, determined by Baird in its professional judgment to be appropriate, and discounting the resulting terminal values at rates ranging from 13% to 15%. The summation of the present values of the unlevered free cash flows and the present values of the terminal values produced implied enterprise values ranging from $37.8 million to $51.9 million and implied equity values ranging from $11.14 to $14.39 per share, which Baird compared with the Per Share Merger Consideration of $15.00.

The foregoing summary does not purport to be a complete description of the analyses performed by Baird or its presentations to the Board of Directors. The preparation of financial analyses and a fairness opinion is a complex process and is not necessarily susceptible to partial analyses or summary description. Baird believes that its analyses (and the summary set forth above) must be considered as a whole and that selecting portions of these analyses and factors considered by Baird, without considering all of these analyses and factors, could create an incomplete view of the processes and judgments underlying the analyses performed and conclusions reached by Baird and its opinion. Baird did not attempt to assign specific weights to particular analyses. Any estimates contained in Baird’s analyses are not necessarily indicative of actual values, which may be significantly more or less favorable than as set forth therein. Estimates of values of companies do not purport to be appraisals or necessarily to reflect the prices at which companies may actually be sold. Because such estimates are inherently subject to uncertainty, Baird does not assume responsibility for their accuracy.

Additional Information about Baird and Its Engagement

Pursuant to its engagement of Baird, E&E agreed to pay Baird a fee of $450,000 payable upon delivery of its opinion, regardless of the conclusions reached in its opinion and regardless of whether the Merger or any alternative transaction is consummated. In the event E&E consummates an alternative transaction during the term of Baird’s engagement, or, subject to certain exceptions, within 12 months following the termination of Baird’s engagement, in which the total value of the consideration to be received by the holders of E&E Common Stock (the “Alternative Transaction Consideration”) is greater than the total value of the consideration payable in the Merger, Baird will receive an additional fee for its services in connection with such alternative transaction equal to the greater of (i) $850,000 or (ii) 10% of the difference between the total value of the Alternative Transaction Consideration and the total value of the consideration payable in the Merger, which additional fee would be contingent upon the consummation of such alternative transaction. In addition, E&E has agreed to reimburse Baird for certain of its expenses and to indemnify Baird against certain liabilities that may arise out of its engagement. Baird will not receive any payment of compensation contingent upon the successful completion of the Merger. As part of its investment

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banking business, Baird is engaged in the evaluation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

Over the past two years, Baird has not provided investment banking or financial advisory services to E&E or Parent for which Baird received compensation. No material relationship between Baird, on the one hand, and E&E, Parent or any of their respective affiliates or any other party to the Merger, on the other hand, is mutually understood to be contemplated in which any compensation is intended to be received.

Baird is a full service securities firm and in the ordinary course of its business, Baird may from time to time provide investment banking, advisory, brokerage and other services to clients that may be competitors or suppliers to, or customers or security holders of, E&E or Parent or any other party that may be involved in the Merger and their respective affiliates or that may otherwise participate or be involved in the same or a similar business or industry as E&E or Parent. In addition, Baird and certain of its employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may from time to time hold or trade the securities of E&E and/or Parent (including E&E’s and the Parent’s common stock) for their own account or the accounts of their customers and, accordingly, may at any time hold long or short positions or effect transactions in such securities. Baird may also prepare equity analyst research reports from time to time regarding Company and/or Parent and may serve as a market maker in the publicly traded securities of E&E and/or Parent.

Certain Unaudited Financial Information

E&E does not, as a matter of course, publicly disclose preliminary, unaudited year-end financial results or forecasts or projections as to future performance, earnings or other results due to, in the case of preliminary, unaudited year-end financial results, the potential for adjustments as part of the review and audit processes and, in the case of forecasts or projections, the inherent unpredictability of the underlying assumptions, estimates and projections. However, the Board of Directors, in order to assist Parent with its due diligence review, authorized E&E’s senior management to provide to Parent certain financial forecasts, prepared by E&E’s senior management in July 2019, concerning the business and operations of E&E for the fiscal year ending July 31, 2019 (the “Base Projections”). The Board of Directors also authorized E&E’s senior management to provide to Parent updated financial forecasts concerning the business and operations of E&E for the fiscal year ending July 31, 2019, which were prepared by E&E’s senior management in August 2019 following the end of the fiscal year ending July 31, 2019 and a review of E&E’s preliminary results for the fourth quarter of such year (the “Updated Base Projections”). The Board of Directors, in connection with its consideration of the Merger, subsequently authorized E&E’s senior management, following further review of E&E’s preliminary results for the fourth quarter of the fiscal year ending July 31, 2019, to provide to Baird the E&E 2019 Preliminary Financial Information and the E&E Forecasts (together, the “Management Projections”). The “Base Projections,” the “Updated Base Projections” and the “Management Projections” are referred to together in this Proxy Statement as the “E&E Projections.”

The E&E Projections were not prepared with a view to public disclosure. A summary of certain financial information contained in the E&E Projections is included in this Proxy Statement only because the Management Projections were made available to Baird in its capacity as financial advisor to the Board and the Base Projections and the Updated Base Projections were made available to Parent, as described above, and not in order to induce any stockholder to vote in favor of the Merger Agreement Proposal or any of the other proposals to be voted on at the Special Meeting. The E&E Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States (“GAAP”), the published guidelines of the SEC regarding projections or forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The E&E Projections included in this Proxy Statement have been prepared by, and are the responsibility of, E&E and its senior management and have not been audited, reviewed, compiled or examined by E&E’s independent auditors or any other independent accountants and no agreed-upon procedures were applied to the E&E Projections by E&E’s independent auditors or other independent accountants and, accordingly, neither E&E’s independent auditors nor any other independent accountants assume any responsibility for, or express any opinion or other form of assurance on, the E&E Projections. The E&E Projections included herein are subjective in many respects and were prepared solely, in the case of the Management Projections, for the use of Baird, and in the case of the Base Projections and the Updated Base Projections, for the use of Parent.

Although this summary of the E&E Projections is presented with numerical specificity, the E&E Projections reflect numerous variables, assumptions and estimates as to future events made by E&E’s senior management that E&E’s

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senior management believed were reasonable at the time the E&E Forecasts were prepared, taking into account the relevant information available to E&E’s senior management at the time. However, such variables, assumptions and estimates are inherently uncertain and many of them are beyond the control of E&E’s senior management. Because the E&E Projections cover multiple years, by their nature they become subject to greater uncertainty with each successive year. The E&E Projections are not fact and should not be relied upon as being necessarily indicative of actual future results.

The E&E Projections are forward-looking statements. Important factors that may affect actual results and cause the E&E Projections not to be achieved include, but are not limited to, risks and uncertainties relating to E&E’s business, general business, economic and regulatory conditions and other factors described in the section titled “Caution Regarding Forward-Looking Statements” (page 15). In addition, the E&E Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, including the expenses payable pursuant to the Merger Agreement, the potential synergies that may be achieved as a result of the Merger, or the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement. As a result, there can be no assurance that the E&E Projections will be realized, and actual results may be materially better or worse than those contained in the E&E Projections. The inclusion of this information should not be regarded as an indication that E&E’s senior management, the Board of Directors, Baird, Parent or any other recipient of this information considered, or now considers, the E&E Projections to be predictive of actual future results. The inclusion of the summary of the E&E Projections included in this Proxy Statement should not be regarded as an indication that E&E’s senior management, the Board of Directors, Baird, Parent or any other recipient of this information considered, or now considers, the E&E Projections to be material information regarding E&E, or necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such. The E&E Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding E&E contained in E&E’s public filings with the SEC.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the E&E Projections to reflect circumstances existing after the date when E&E prepared the E&E Projections or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the E&E Projections are shown to be in error. By including in this Proxy Statement a summary of the E&E Projections, neither E&E nor any of its representatives or advisors (including Baird) or any of their respective representatives or affiliates or any other recipient of this information makes any representation to any person regarding the ultimate performance of E&E or the Surviving Corporation compared to the information contained in such financial projections and should not be read to do so.

Certain of the measures included in the E&E Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by E&E may not be comparable to similarly titled amounts used by other companies.

In light of the foregoing factors and the uncertainties inherent in the E&E Projections, stockholders are cautioned not to rely on the summaries of the E&E Projections included in this Proxy Statement.

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Subject to the foregoing qualifications, the following is a summary of the E&E Projections:

Base Projections

($ in millions)
 
 
FY2019E
Gross Revenue
$
72.1
 
Net Revenue
$
53.5
 
Gross Margin
$
17.4
 
Operating Income (Loss)
$
(1.9
)
Depreciation
$
0.7
 
Net Income (Loss) Before Taxes
$
(1.7
)
Net Income (Loss) After Taxes
$
(1.3
)
Change in Net Working Capital
$
(0.5
)
EBITDA(1)
$
(1.3
)
(1)Calculated as Operating Income plus Depreciation

Updated Base Projections

($ in millions)
 
 
 
FY2019A
FY2020E
Net Revenue
$
70.1
 
$
78.4
 
Gross Margin
$
22.3
 
$
27.2
 
Operating Income
$
0.6
 
$
3.3
 
Depreciation
$
1.0
 
$
0.8
 
Equity Investment Income
$
0.3
 
$
0.3
 
Net Income before Tax
$
(1.1
)
$
2.9
 
Profit (Loss)
$
(0.6
)
$
2.1
 
EBITDA(1)
$
2.0
 
$
4.4
 
(1)Defined as Operating Income (Loss) plus Depreciation and Equity Investment Income

Management Projections

($ in millions)
 
 
 
 
 
 
 
FY2019A
FY2020E
FY2021E
FY2022E
FY2023E
FY2024E
Net Revenue
$
70.8
 
$
78.4
 
$
83.2
 
$
88.1
 
$
93.4
 
$
99.0
 
Gross Profit
$
22.6
 
$
27.2
 
$
29.1
 
$
30.8
 
$
32.7
 
$
34.7
 
Adjusted EBIT(1)
$
1.3
 
$
3.6
 
$
4.0
 
$
5.1
 
$
6.4
 
$
7.7
 
Adjusted EBITDA(2)
$
2.3
 
$
4.4
 
$
5.0
 
$
6.2
 
$
7.5
 
$
8.9
 
Capital Expenditures
$
0.9
 
$
0.9
 
$
1.0
 
$
1.1
 
$
1.1
 
$
1.2
 
Change in Net Working Capital
$
(0.5
)
$
1.3
 
$
0.8
 
$
0.8
 
$
0.9
 
$
0.9
 
Free Cash Flow (Pre-Tax)(3)
$
2.0
 
$
2.3
 
$
3.2
 
$
4.3
 
$
5.5
 
$
6.8
 
(1)Defined as Net Income before Tax plus Adjustments, which include Non-Recurring Severance/Restatement costs, Transaction Expenses and Equity Investment Income.
(2)Defined as Adjusted EBIT plus Depreciation.
(3)Defined as Adjusted EBITDA less Capital Expenditures and Change in Net Working Capital.

Vote Required and Recommendation of the Board of Directors

At a special meeting of our Board of Directors held on August 27, 2019, our Board of Directors unanimously (i) determined that the Merger is advisable and fair to, and in the best interests of, E&E and its stockholders, (ii) approved the execution, delivery and performance of the Merger Agreement by E&E and the consummation by

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E&E of the Contemplated Transactions, including the Merger, and (iii) resolved to recommend the adoption of the Merger Agreement by the holders of E&E Common Stock and directed that the Merger Agreement be submitted for adoption by the holders of E&E Common Stock at the Special Meeting

The Merger Agreement Proposal requires the affirmative vote of the holders of two-thirds of the voting power of shares of E&E Common Stock outstanding on the Record Date, voting as a single class. Abstentions and broker non-votes, if any, will have the same effect as a vote “against” the Merger Agreement Proposal.

Our Board of Directors recommends that the E&E stockholders vote “FOR” the Merger Agreement Proposal.

Interests of Our Directors and Executive Officers in the Merger

In considering the recommendation of our Board of Directors to vote in favor of the Merger Agreement Proposal, stockholders should be aware that our directors and executive officers have interests in the completion of the Merger that are different from, or in addition to, the interests of our stockholders generally. The members of our Board of Directors were aware of such different or additional interests and considered those interests, among other matters, in negotiating, evaluating, and approving the Merger Agreement, and in recommending to E&E’s stockholders that the Merger Agreement Proposal be approved.

In addition, each member of our Board of Directors has entered into a Voting Agreement with Parent pursuant to which each such director agreed, among other things and subject to certain exceptions and limitations, to vote the shares of E&E Common Stock beneficially owned by such director and any additional securities of E&E (including E&E Common Stock) of which such director acquires record and/or beneficial ownership after the date of the Voting Agreement in favor of the Merger and the adoption of the Merger Agreement. As of the date of the Voting Agreements, the directors beneficially owned 77,115 shares of Class A Common Stock and 511,792 shares of Class B Common Stock, which represents approximately 13.6% of the outstanding shares of E&E Common Stock.

Severance Benefits and Retention Awards

Employment of our executive officers is “at will.” We are not party to any employment agreements with our executive officers which provide for compensation and other additional benefits in the event of termination of employment in connection with a change of control (which would include the Merger). If the employment of an executive officer (other than Mr. Heinberg) is terminated involuntarily, severance payments are determined based on Company guidelines that apply to all employees. Total severance compensation would include: (i) accrued salary from the last pay period to the date of departure; (ii) payment for vacation accrued but not used through the date of departure; (iii) compensatory time not taken, if any; (iv) severance pay calculated based on a number of weeks of salary corresponding with the length of employment service; and (v) additional amounts, at the discretion of the Board, as special consideration for long-term employees.

In connection with the execution and delivery of the Merger Agreement, the Company entered into retention agreements with Marshall A. Heinberg, its Executive Chairman, Todd M. Musterait, its President of United States Operations, Kurt A. Zmich, its Senior Vice President, Technical Operations Director and Peter F. Sorci, its acting Chief Financial Officer, as well as other officers of E&E who are not executive officers. These agreements provide for the payment of one year’s base compensation of $265,000, in the case of Mr. Heinberg, and six months’ base compensation equal to $112,500, $100,250, and $76,839 in the case of Messrs. Musterait, Zmich and Sorci, respectively, in the aggregate, payable in two substantially equal installments on each of the closing of the Merger and the six-month anniversary of the closing of the Merger. Mr. Heinberg is also entitled to a lump sum payment equal to twelve months’ COBRA premiums, payable on the six-month anniversary of the closing of the Merger. Each agreement requires the individual to remain with the Company to receive payment, unless the Company terminates his position without cause or he terminates his position for good reason, in which case any unpaid amounts will be paid upon termination.

Outstanding Shares Held by Executive Officers and Directors and Equity Acceleration

Subject to the terms of the Merger Agreement, directors and executive officers will receive the same cash consideration (including as the result of any special dividend) for any shares of the E&E’s Common Stock, whether or not these awards were vested prior to the closing, on the same terms and conditions as the other stockholders of the Company, subject to any applicable tax withholding. Any unvested share of E&E Restricted Stock outstanding as of immediately prior to the Effective Time will become vested in connection with the closing of the Merger. As of October 4, 2019, the executive officers and directors of the Company beneficially owned, in the aggregate, 584,757 shares of E&E Common Stock, of which 8,991 were unvested as of such date.

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The following table sets forth (i) the total number of shares of E&E Common Stock beneficially owned as of October 4, 2019, by each of our executive officers and directors, (ii) the number of such shares that are vested and unvested, and (iii) the aggregate merger consideration that would be payable for such shares, including the Per Share Merger Consideration and the Special Dividend.

 
Number of Shares
Beneficially Owned
Merger Consideration
for Shares
Beneficially Owned(1)
Name
Total
Vested
Unvested
Executive Officers
 
 
 
 
 
 
 
 
 
 
 
 
Todd M. Musterait
 
100
 
 
100
 
 
 
$
1,550
 
Kurt A. Zmich
 
 
 
 
 
 
 
 
Peter F. Sorci
 
 
 
 
 
 
 
 
Gerard A. Gallagher III
 
 
 
 
 
 
 
 
Marshall A. Heinberg(2)
 
15,944
 
 
11,356
 
 
4,588
 
$
247,132
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Directors
 
 
 
 
 
 
 
 
 
 
 
 
Ronald L. Frank
 
234,978
 
 
233,602
 
 
1,376
 
$
3,642,159
 
Frank B. Silvestro
 
297,052
 
 
297,052
 
 
 
$
4,604,306
 
Michael C. Gross
 
31,211
 
 
29,835
 
 
1,376
 
$
483,771
 
Justin C. Jacobs(3)
 
 
 
 
 
 
 
 
Michael El-Hillow
 
5,472
 
 
3,821
 
 
1,651
 
$
84,816
 
 
 
 
 
 
 
 
 
 
 
 
 
 
All of our current directors and executive officers as a group (10 persons)
 
584,757
 
 
575,766
 
 
8,991
 
$
9,063,734
 

(1)Assumes merger consideration of $15.50 per share, including the Per Share Merger Consideration of $15.00 and the payment of the Special Dividend in the maximum amount of $0.50 per share.
(2)Mr. Heinberg is a director and Executive Chairman, and since the departure of Gerard A. Gallagher in December 2018 has been acting as our principal executive officer.
(3)Mr. Jacobs is a Management Committee Director of Mill Road Capital GP II LLC (“MRC GP”), the sole general partner of Mill Road Capital II L.P. (“MRC”). MRC GP has shared power to vote and dispose of the 467,765 shares of Class A Common Stock beneficially owned by MRC, of which 1,000 shares are held of record by MRC. Mr. Jacobs may be deemed to be a beneficial owner of the shares of Class A Common Stock beneficially owned by MRC; however, Mr. Jacobs disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The shares of Class A Common Stock beneficially owned by MRC include the acquisition of an indirect pecuniary interest in 4,693 shares of Class A Common Stock, including 1,376 shares of E&E Restricted Stock, granted by E&E to Mr. Justin Jacobs in accordance with Rule 16b-3(d) as compensation for serving as a member of the Board of Directors. The shares of E&E Restricted Stock will vest on April 22, 2020. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management LLC, an affiliate of MRC that does not have Section 13(d) beneficial ownership of any shares of E&E, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Jacobs has no direct pecuniary interest in such shares. Each of the subsidiaries and affiliates of MRC listed in the Form 4 filed on August 6, 2019 may be deemed to have an indirect pecuniary interest in the reported shares. Each of the subsidiaries and affiliates of MRC listed in the Form 4 filed on August 6, 2019 disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

Potential for Future Arrangements

To our knowledge, no employment, retention, severance, equity or other agreement, arrangement, or understanding exists between any executive officer or director of the Company, on the one hand, and Parent or its affiliates, on the other hand, as of the date of this Proxy Statement, and the Merger is not conditioned upon any executive officer or director of the Company entering into any such agreement, arrangement, or understanding.

Although such arrangements have not, to our knowledge, been discussed as of the date of this Proxy Statement, it is possible that members of our current executive officers or directors will enter into new employment or consulting arrangements with Parent or its affiliates. Such arrangements may include the right to purchase or participate in the equity of Parent or its affiliates. If any such arrangements with our executive officers or directors are to be entered into, we would expect that they will not become effective until after the Merger is completed. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers, determined as of the end of our most recently completed fiscal year, which ended July 31, 2019, in accordance with the requirements applicable to the Company as a smaller reporting company, that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation

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by the applicable SEC disclosure rules. The amounts set forth in the table below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this Proxy Statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

The table below assumes that: (i) the Effective Time will occur on December 16, 2019, (ii) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the Company’s severance policy and payment in full under the retention agreement to which the named executive officer is party, (iii) the named executive officer’s base salary rates remain unchanged from those in effect as of October 4, 2019, (iv) no named executive officer receives any additional equity grants at or prior to the Effective Time, and (v) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the Effective Time, additional compensation or benefits. The amounts shown in the table do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, prior to the Effective Time or the value of payments or benefits that are not based on or otherwise related to the Merger.

Golden Parachute Compensation

Name
Cash
($)(1)(4)
Equity
($)(2)(4)
Perquisites/
Benefits
($)(3)(4)
Total
($)
Marshall A. Heinberg
 
265,000
 
 
71,114
 
 
16,081|
 
 
352,195
 
Todd M. Musterait
 
139,327
 
 
 
 
 
 
139,327
 
Kurt A. Zmich
 
125,698
 
 
 
 
 
 
125,698
 
Gerard A. Gallagher III*
 
 
 
 
 
 
 
 
*Mr. Gallagher, who previously served as the Company’s principal executive officer and thus is a named executive officer for the most recently completed fiscal year, ceased to be employed by E&E as of December 17, 2018.
(1)The amounts listed in this column represent the value, for Mr. Heinberg, of any retention awards (but not including the amount payable with respect to Mr. Heinberg’s COBRA reimbursement) and for the other named executive officers, of any severance and/or retention awards (for Mr. Musterait, the cash payment is equal to $112,500 as a result of the retention award and $26,827 in severance, and for Mr. Zmich, the cash payment is equal to $100,250 as a result of the retention award and $25,448 in severance) that would become payable as the result of the named executive officer’s termination of employment as set forth in more detail above in the section of this Proxy Statement titled, “The Merger—Interests of our Directors and Executive Officers in the Merger—Severance Benefits and Retention Awards” (page 42). The severance payment is “double trigger” as it is only payable upon a termination of employment, and is not enhanced as the result of the change in control. Fifty percent of the retention award is payable upon the occurrence of the closing of the Merger, and is thus “single trigger”, while the remainder is “double trigger” as it is payable upon the 6 month anniversary of the closing of the Merger, subject to the named executive officer remaining employed with the Company and complying with any restrictive covenants, including a non-disparagement agreement, to which the named executive officer is subject, unless the named executive officer’s employment is terminated by the company without cause or by the named executive officer for good reason, in which case the payment is accelerated and paid upon termination.
(2)The amounts listed in this column represent the value of the unvested equity awards held by the named executive officer that would accelerate in connection with the consummation of the Merger as set forth in more detail above in the section of this Proxy Statement titled, “The Merger—Interests of our Directors and Executive Officers in the Merger—Outstanding Shares Held by Executive Officers and Directors and Equity Acceleration” (page 42). The closing of the Merger will result in the outstanding equity awards becoming vested and entitled to receive the Merger Consideration, together with the payment of the Special Dividend, and this payment is thus “single trigger”. This calculation assumes merger consideration of $15.50 per share, including the Per Share Merger Consideration of $15.00 and the payment of the Special Dividend in the maximum amount of $0.50 per share.
(3)The amounts listed in this column represent the value of the COBRA reimbursement payable to Mr. Heinberg under his retention award, as set forth in more detail above in the section of this Proxy Statement titled, “The Merger—Interests of our Directors and Executive Officers in the Merger—Severance Benefits and Retention Awards” (page 42). The payment is “double trigger” as it is payable upon the 6 month anniversary of the closing of the Merger, subject to the named executive officer remaining employed with the Company and complying with any restrictive covenants, including a non-disparagement agreement, to which the named executive officer is subject, unless the named executive officer’s employment is terminated by the company without cause or by the named executive officer for good reason, in which case the payment is accelerated and paid upon termination.
(4)The “single trigger” benefit (due upon the consummation of the Merger) is the equity award vesting, referenced in footnote (2), as well as the first installment of the retention award, referenced in footnote (1). The “double trigger” benefits (due upon the executive officer’s qualifying termination following the completion of the Merger) include the severance payments and the second installment of the retention award (including Mr. Heinberg’s COBRA reimbursement), referenced in footnotes (1) and (3).
Name
Single
Trigger ($)
Double
Trigger ($)
Marshall A. Heinberg
 
203,614
 
 
148,581
 
Todd M. Musterait
 
56,250
 
 
83,077
 
Kurt A. Zmich
 
50,125
 
 
75,573
 
Gerard A. Gallagher III
 
 
 
 

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Indemnification of Directors and Executive Officers and Insurance

Pursuant to the terms of the Merger Agreement, members of our Board of Directors and our executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the Merger. For a more detailed description of the provisions of the Merger Agreement relating to director and officer indemnification, see the section of this Proxy Statement titled “The Merger Agreement—Indemnification and Insurance” (page 67).

Voting Agreements

Concurrently with the execution and delivery of the Merger Agreement, the Supporting Stockholders entered into Voting Agreements with Parent with respect to all voting securities of E&E (including E&E Common Stock) beneficially owned by such Supporting Stockholders, and any additional securities of E&E (including E&E Common Stock) of which such Supporting Stockholders acquire record and/or beneficial ownership after the date of the Voting Agreements (the “Voting Agreement Shares”). As of the date of the Voting Agreements, the Supporting Stockholders beneficially owned 540,187 shares of Class A Common Stock and 828,435 shares of Class B Common Stock, which represents approximately 58.3% of the total voting power of E&E Common Stock.

Pursuant to the Voting Agreements, the Supporting Stockholders have agreed, among other things, to vote their respective Voting Agreement Shares (i) in favor of (A) the Merger and the adoption of the Merger Agreement; (B) each of the other actions contemplated by the Merger Agreement; and (C) any action in furtherance of any of the foregoing, (ii) against any action that would result in the failure of any of the closing conditions to the Merger set forth in the Merger Agreement to be satisfied, (iii) against each of the following actions (other than the Merger and the other Contemplated Transactions): (A) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation, plan or scheme of arrangement, share exchange or other business combination involving E&E or any of its subsidiaries, that relates to an Acquisition Proposal; (B) any amendment to E&E’s certificate of incorporation or bylaws, which amendment would reasonably be expected to have the effect of (1) frustrating the purpose of, or breaching or nullifying any provision of, the Merger Agreement, (2) preventing, materially impeding or materially delaying the Merger or (3) changing the voting rights of any shares of capital stock of E&E; (C) any material change in the capitalization of E&E or E&E’s corporate structure; or (iv) any other action which would reasonably be expected to prevent, materially impede or materially delay the Merger or any of the other Contemplated Transactions.

Notwithstanding anything to the contrary in the foregoing paragraph, the Voting Agreements provide that in the event that a vote or consent of the E&E stockholders is required in order to effect or adopt an Adverse Amendment (as defined below), the foregoing voting requirements will not apply with respect to the applicable Supporting Stockholder’s vote or consent with respect to such Adverse Amendment. The Voting Agreements further provide that in the event E&E’s Board of Directors withdraws or modifies its recommendation in favor of the Merger and E&E does not (or does not have the right to) terminate the Merger Agreement, the Voting Agreement Shares to which the Voting Agreements apply will automatically be adjusted so that the Voting Agreements will instead only apply to a portion of the Voting Agreement Shares as would have 70% of the aggregate voting power attributable to all of such Voting Agreement Shares. Under each Voting Agreement, the applicable Supporting Stockholder has granted to Parent (and its designee) an irrevocable proxy to vote the Voting Agreement Shares as provided above and subject to the foregoing sentence.

The Voting Agreements, including the irrevocable proxies granted thereunder, will terminate upon the earliest of: (i) the date upon which the Merger Agreement is terminated in accordance with its terms, (ii) the date on which the Merger becomes effective; (iii) the date upon which Parent and the applicable Supporting Stockholder agree to terminate the Voting Agreement in writing; and (iv) the date on which any Adverse Amendment becomes effective for which the prior written approval of such Supporting Stockholder was not obtained.

For purposes of the Voting Agreements, an “Adverse Amendment” means any amendment to the Merger Agreement that reduces the amount or changes the form of consideration payable in respect of each share of E&E Common Stock in the Merger or otherwise amends the Merger Agreement in a manner adverse to the applicable Supporting Stockholder.

The summary of the material provisions of the Voting Agreements set forth above and elsewhere in this Proxy Statement is qualified in its entirety by reference to the Voting Agreements, a form of which is attached to this Proxy Statement as Annex D and incorporated by reference herein. Although we believe that the description above covers

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the material terms of the Voting Agreements, this summary may not contain all of the information that is important to you. We urge you to read this Proxy Statement, the form of Voting Agreement and the other documents referred to herein carefully for a more complete understanding of the Voting Agreements.

Dissenters’ Rights for E&E Class B Stockholders

Pursuant to Section 910 of the NYBCL, holders of Class A Common Stock will not be entitled to dissenters’ rights because the shares of Class A Common Stock are listed on the NASDAQ. Section 910 of the NYBCL provides that a dissenting stockholder’s right to receive payment of the “fair value” of his, her or its shares under Section 623 of the NYBCL is not available to a holder of shares of any class or series of stock, which shares or depository receipts in respect thereof, were listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to vote upon the Merger Agreement.

Pursuant to the Merger Agreement, Dissenting Shares (as defined below) shall not be converted into or represent the right to receive the Per Share Merger Consideration, but shall be entitled only to such rights as are granted by the NYBCL to a Dissenting Stockholder (as defined below); provided, however, that if any Dissenting Shares lose their status as such (through failure to perfect dissenters’ rights or otherwise), then such shares will be deemed automatically to have been converted into, as of the Effective Time, and to represent only, the right to receive the Merger Consideration in accordance with the terms of the Merger Agreement. For purposes of this Proxy Statement, “Dissenting Stockholder” means any holder of Class B Common Stock who has not waived his, her or its rights to dissent by signing a Voting Agreement, who has not voted in favor of the adoption of the Merger Agreement or consented thereto in writing, who has given proper notice of his, her or its election to dissent with respect to such shares of Class B Common Stock (the “Dissenting Shares”) in accordance with Section 623 of the NYBCL and who has otherwise complied with all applicable provisions of Sections 623 and 910 of the NYBCL.

If the Merger is consummated, any Dissenting Stockholder who follows the procedures specified in the NYBCL, including Sections 623 and 910 of the NYBCL, will have the right to receive cash payment of the “fair value” of their Dissenting Shares.

The express procedures of Section 623 must be followed precisely; if they are not, Dissenting Stockholders will lose their right to dissent. As described more fully below, such “fair value” would potentially be determined in judicial proceedings, the result of which cannot be predicted. We cannot provide any assurance that Dissenting Stockholders will receive consideration equal to or greater than the Per Share Merger Consideration and Dissenting Stockholder may receive consideration less than the Per Share Merger Consideration.

The statutory procedures outlined below are complex. What follows is a summary and is qualified in its entirety by reference to the full text of Section 623 and Section 910 of the NYBCL, which are attached hereto as Annex C. Dissenting Stockholders wishing to exercise their dissenters’ rights should consult their own legal advisors to ensure that they fully and properly comply with the requirements of New York law.

Any Dissenting Stockholder who wishes to receive cash payment of the “fair value” of his, her or its shares of the Class B Common Stock and the other rights and benefits provided in Section 623 must file with E&E a written objection to the Merger and Merger Agreement prior to the vote by the stockholders on the adoption of the Merger Agreement. The written objection must include: (1) notice of the stockholder’s election to dissent; (2) the stockholder’s name and residence address; (3) the number of shares of Class B Common Stock as to which the stockholder dissents; and (4) a demand for payment of the “fair value” of such shares of Class B Common Stock if the Merger is consummated. Such objection is not required from any stockholder to whom E&E did not give notice of the Special Meeting in accordance with Section 910 of the NYBCL.

A vote against adoption of the Merger Agreement will not satisfy the requirement of filing a written objection. Failure to vote against adoption of the Merger Agreement will not waive the right of a holder of shares of Class B Common Stock to receive payment if such holder has filed a written objection in accordance with Section 623 and has not voted in favor of adoption of the Merger Agreement.

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All written objections to the Merger and notices of election to dissent should be addressed to: