EXHIBIT 6
February 1, 2002
Board of Directors
Pitt-Des Moines, Inc.
0000 Xxxx Xxxxxxx Xxxxx--Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Gentlemen:
Pitt-Des Moines, Inc. ("PDM" or "the Company"), Ironbridge Holding LLC (the
"Acquiror"), and Ironbridge Acquisition Corp., a wholly owned subsidiary of the
Acquiror (the "Acquisition Sub"), propose to enter into an agreement (the
"Merger Agreement") pursuant to which the Acquisition Sub will make a tender
offer (the "Offer") for all shares of the Company's common stock, no par value
(the "Shares"), at $33.90 per Share, net to the seller in cash. The Merger
Agreement also provides that, following a consummation of the Offer, the
Acquisition Sub will be merged with and into the Company in a transaction (the
"Merger") in which each remaining Share will be converted into the right to
receive the price paid per Share in the Offer in cash. The Company will also
enter into an Asset Purchase Agreement (the "Asset Purchase Agreement") with
Steel Bridges, LLC (the "Purchaser") pursuant to which the Company will sell
certain assets of its Bridge Division ("PDM Bridge") to the Purchaser following
the consummation of the Offer on the terms set forth therein. The transactions
contemplated by the Merger Agreement and the Asset Purchase Agreement are
conditional upon each other as set forth in such Agreements.
You have asked us whether, in our opinion, the proposed per share cash
consideration to be received by the holders of the Shares in the Offer and the
Merger is fair to such stockholders from a financial point of view.
In arriving at the opinion set forth below, we have among other things:
(i) reviewed certain publicly available financial statements and other
information of PDM and PDM Bridge;
(ii) reviewed certain internal financial statements and other financial
and operating data concerning the PDM and PDM Bridge prepared by the
management of PDM and PDM Bridge, respectively;
(iii) reviewed certain financial projections prepared by the managements
of PDM and PDM Bridge;
(iv) discussed the past and current operations and financial condition
and the prospects of PDM and PDM Bridge with certain senior executives of
the PDM and PDM Bridge;
(v) compared the financial performance of PDM Bridge and PDM with that of
certain other publicly traded companies;
(vi) reviewed the financial terms, to the extent publicly available, of
certain comparable transactions;
(vii) reviewed the reported price and trading activity for the Shares and
compared such information with similar information for certain other
publicly traded companies;
(viii) reviewed the financial terms of the Merger Agreement, the Asset
Purchase Agreement, and certain other related documents;
(ix) participated in discussions and negotiations between and among
representatives of PDM, the Acquiror and the Purchaser;
(x) performed such other analyses as we deemed appropriate.
We have assumed and relied upon, without independent verification, the
accuracy and completeness of the information reviewed by us for the purposes of
this opinion. With respect to the financial projections, we have assumed that
they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the future financial performance of PDM
and PDM Bridge. We have not made any independent
valuation or appraisal of the assets or liabilities of PDM or PDM Bridge, nor
have we been furnished with any such appraisals. In addition, we have assumed
that the Merger Agreement, the Asset Purchase Agreement and related documents
are performed in accordance with their terms. Our opinion is necessarily based
on economic, market and other conditions as in effect on, and the information
made available to us, as of the date hereof.
We have acted as financial advisor to the Board of Directors of the Company
in connection with this transaction and will receive a fee for our services.
It is understood that this letter is for the information of the Board of
Directors of the Company only and may not be used for any other purpose without
our prior written consent. This letter does not constitute a recommendation as
to whether or not any holder of Shares should tender such Shares in the Offer
or vote such Shares for the Merger, if applicable.
Based upon, and subject to the foregoing, we are of the opinion on the date
hereof that $33.90 per Share in cash to be received by the holders of Shares in
the Offer and the Merger is fair to such holders from a financial point of view.
Very truly yours,
XXXXXX & CO., INC.
By: /s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
