MONTREAL, Aug. 7, 2019 /CNW Telbec/ - SNC-Lavalin (TSX:
SNC) is pleased to announce that it will be proceeding with closing
the sale of the 10.01% stake in 407 International Inc. ("Highway
407 ETR") with Canada Pension Plan Investment Board ("CPPIB")
following the dismissal by the Ontario Superior Court, Commercial
List (the "Court") of the application by Cintra Global S.E.
("Cintra"). The Court agreed with SNC-Lavalin and CPPIB that Cintra
had waived, through an agreement with SNC-Lavalin in 2002, its
right of first refusal ("ROFR") with respect to the original sale
transaction concluded with OMERS in April
2019. SNC-Lavalin currently expects the closing of the sale
with CPPIB to occur within the month.
As previously announced, SNC-Lavalin, Cintra and CPPIB have
agreed that even if the Court's decision were to be reversed on
appeal, SNC-Lavalin's sale to CPPIB would not be reversed. Instead,
CPPIB and Cintra would adjust the purchaser-owner of the relevant
number of shares of Highway 407 ETR as between them.
Based on the terms of the agreement, gross proceeds to
SNC-Lavalin from the sale could reach $3.25
billion in aggregate, $3.0
billion payable at the closing date and $250 million over a period of 10 years,
conditional to certain financial thresholds related to the ongoing
performance of Highway 407 ETR. Net proceeds from this transaction
will be used to strengthen the balance sheet and more specifically
for the execution of the Company's deleveraging plans.
Background of the announcement
Prior to the closing of the sale transaction, the current common
shareholders of Highway 407 ETR consist of a subsidiary of Cintra,
itself a subsidiary of Ferrovial S.A., which owns 43.23% of the
common shares, indirectly owned subsidiaries of CPPIB which own
approximately 40% of the common shares, and SNC-Lavalin which owns
a total of 16.77% of the common shares.
Cintra commenced an application in the Court for a determination
of whether it had validly exercised a ROFR with respect to the
original OMERS transaction. SNC-Lavalin and CPPIB opposed the
application on the basis that Cintra had waived its ROFR. The
expedited hearing before the Court took place on June 21, 2019 and the Court's recent decision
confirmed the position of SNC-Lavalin and CPPIB.
About SNC-Lavalin
Founded in 1911,
SNC-Lavalin is a global fully integrated professional services and
project management company and a major player in the ownership of
infrastructure. From offices around the world, SNC-Lavalin's
employees think beyond engineering. Our teams provide comprehensive
end-to-end project solutions – including capital investment,
consulting, design, engineering, construction management,
sustaining capital and operations and maintenance – to clients
across the EDPM (engineering, design and project management),
Infrastructure, Nuclear, and Resources businesses.
www.snclavalin.com
Forward-looking Statements
Statements made in this press release that describe the
Company's or management's estimates, expectations, forecasts,
objectives, predictions, projections of the future or strategies
may be "forward-looking statements", which can be identified by the
use of the conditional or forward-looking terminology such as
"aims", "anticipates", "assumes", "believes", "cost savings",
"estimates", "expects", "goal", "intends", "may", "plans",
"projects", "should", "synergies", "target", "vision", "will", or
the negative thereof or other variations thereon. Forward-looking
statements also include any other statements that do not refer to
historical facts, including those relating to the anticipated
future completion (including the timing thereof) of the sale by the
Company of 10.01% of the shares of 407 International Inc. described
in this press release as well as the benefits thereof to the
Company, including its financial position. All such forward-looking
statements are made pursuant to the "safe-harbour" provisions of
applicable Canadian securities laws. The Company cautions that, by
their nature, forward-looking statements involve risks and
uncertainties, and that its actual actions and/or results could
differ materially from those expressed or implied in such
forward-looking statements, or could affect the extent to which a
particular forward-looking statement materializes. Forward-looking
statements are presented for the purpose of assisting investors and
others in understanding certain key elements of the Company's
current objectives, strategic priorities, expectations and plans,
and in obtaining a better understanding of the Company's business
and anticipated operating environment. Readers are cautioned that
such information may not be appropriate for other purposes.
SOURCE SNC-Lavalin