WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased
to announce that at the special meeting (the “Special Meeting”) of
the shareholders of Enterra Holdings Ltd., the holding company of
Golder Associates (“Golder”), held on January 13, 2021, the plan of
arrangement under Section 130 of the Companies Act (Nova Scotia)
provided in the arrangement agreement dated December 2, 2020 (the
“Arrangement Agreement”) pursuant to which the previously announced
acquisition (the “Acquisition”) of all of the issued and
outstanding shares of Golder is expected to be completed, was
approved by approximately 99.3% of the votes cast by Golder
shareholders, voting as a single class at the Special Meeting.
Golder shareholders representing approximately 95.1% of the votes
entitled to be cast at the Special Meeting voted, either in person
or by proxy.
The Acquisition remains subject to certain
customary closing conditions, including receipt of Court approval
and applicable regulatory approvals. The Acquisition is expected to
be completed in the first half of the second quarter of 2021.
CLOSING OF PRIVATE
PLACEMENTS
WSP is also pleased to announce that it has
closed today its previously announced private placement
subscription receipt financings.
The Corporation issued an aggregate of 3,333,898
subscription receipts (the “Subscription Receipts”) from treasury
at a price of C$92.98 per Subscription Receipt by way of a private
placement to each of GIC Pte. Ltd. (“GIC”) and British Columbia
Investment Management Corporation (“BCI”), for aggregate gross
proceeds of approximately C$310 million (the “Private
Placements”).
WSP will use the proceeds of the Private
Placements, together with funds to be obtained from previously
announced new credit facilities, to fund a portion of the purchase
price and related transaction costs payable in connection with the
Acquisition.
The gross proceeds from the Private Placements
will be held in escrow pending the completion of the Acquisition.
Upon completion of the Acquisition, the escrowed funds and the
interest earned thereon will be released to WSP, and each of GIC
and BCI will receive, from or on behalf of WSP on the closing of
the Acquisition, without payment of additional consideration or
further action, one common share of WSP (a “Common Share”) for each
Subscription Receipt held, plus an amount per Common Share equal to
any dividend payable by WSP on the Common Shares between the date
of issuance of the Subscription Receipts and the closing of the
Acquisition. If the closing of the Acquisition does not occur on or
prior to 5:00 p.m. (Montreal Time) on May 31, 2021 (as such date
may be extended pursuant to the Arrangement Agreement), the
Arrangement Agreement is terminated in accordance with its terms
prior to such time for any reason or WSP announces to the public
that it does not intend to proceed with the Acquisition, the
holders of Subscription Receipts will be entitled to have the full
purchase price of the Subscription Receipts returned, plus
their pro rata share of the interest earned on the
escrowed funds during the term of the escrow, less applicable
withholding taxes.
AVAILABILITY OF DOCUMENTS
Copies of related documents, such as the
subscription agreements, the subscription receipt agreements and
the Arrangement Agreement regarding the Acquisition are available
under WSP's profile on SEDAR at www.sedar.com, and on WSP's
website at www.wsp.com.
ABOUT WSP
As one of the world's leading professional
services firms, WSP provides 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. WSP's
global experts include engineers, advisors, technicians,
scientists, architects, planners, environmental specialists and
surveyors, in addition to other design, program and construction
management professionals. Our talented people are well positioned
to deliver successful and sustainable projects, wherever clients
need us. For more information about WSP, please visit
www.wsp.com.
ABOUT GOLDER
Founded in 1960 and headquartered in
Mississauga, Ontario, Golder is a private, employee-owned
engineering and consulting firm with 60 years of experience in the
geo-sciences sector; an engineering niche focused on earth and
environmental conditions. Golder provides engineering, remediation,
regulatory & compliance, design and environmental services to
clients in the mining, manufacturing, oil & gas, power and
infrastructure industries. Golder operates in 155 offices with
approximately 7,000 employees across more than 30 countries
globally.
ABOUT GIC
GIC is a leading global investment firm
established in 1981 to manage Singapore's foreign reserves. A
disciplined long-term value investor, GIC is uniquely positioned
for investments across a wide range of asset classes, including
equities, fixed income, private equity, real estate and
infrastructure. GIC invests through funds and directly in
companies, partnering with its fund managers and management teams
to help world-class businesses achieve their objectives. GIC has
investments in over 40 countries and has been investing in emerging
markets for more than two decades. Headquartered in Singapore, GIC
employs over 1,700 people across 10 offices in key financial cities
worldwide. For more information about GIC, please visit
www.gic.com.sg.
ABOUT BCI
With C$171.3 billion of assets under management
as of March 31, 2020, British Columbia Investment Management
Corporation (BCI) is one of Canada's largest institutional
investors. Based in Victoria, British Columbia, BCI is a long-term
investor that invests across a range of asset classes: fixed
income; public equities; private equity; infrastructure; renewable
resources; real estate; and commercial mortgages. BCI's clients
include public sector pension plans, insurance, and special purpose
funds. For more information about BCI, please
visit www.bci.ca.
FORWARD-LOOKING STATEMENTS
This press release contains information or
statements that are or may be “forward-looking statements” within
the meaning of applicable Canadian securities laws. When used in
this press release release, the words “may”, “will”, “should”,
“expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”,
“forecast”, “project”, “intend”, “target”, “potential”, “continue”
or the negative of these terms or terminology of a similar nature
as they relate to the Corporation, an affiliate of the Corporation
or the combined firm following the Acquisition, are intended to
identify forward-looking statements. Forward-looking statements in
this news release include, without limitation, those information
and statements related to the Acquisition, the Private Placements,
the underwritten bank financing, the use of proceeds of the Private
Placements and the underwritten bank financing, the expected timing
of completion and benefits of the Acquisition and the conditions
precedent to the closing of the Acquisition. Although the
Corporation believes that the expectations and assumptions on which
such forward-looking statements are based are reasonable, undue
reliance should not be placed on the forward-looking statements
since no assurance can be given that they will prove to be correct.
These statements are subject to certain risks and uncertainties and
may be based on assumptions that could cause actual results to
differ materially from those anticipated or implied in the
forward-looking statements, including risks and uncertainties
relating to the following: the possible failure to realize
anticipated benefits of the Acquisition, the integration of
Golder's business, the loss of certain key personnel of Golder, the
possible failure to achieve the anticipated synergies, the failure
to close the Acquisition or change in the terms of the Acquisition,
failure to obtain Court approval, failure to obtain the regulatory
approvals in a timely manner, or at all, increased indebtedness,
transitional risk, the fact that WSP does not currently own Golder,
potential undisclosed costs or liabilities associated with the
Acquisition, the absence of a financing condition in the
Arrangement Agreement, the reliance on information provided by
Golder, change of control and other similar provisions and fees,
the nature of acquisitions, the exchange rate on the closing date
of the Acquisition, the fact that the combined firm will continue
to face the same risks that the Corporation currently faces,
potential litigation and other factors discussed or referred to in
the “Risk Factors” section of WSP's Management's Discussion and
Analysis for the year ended December 31, 2019, and WSP's
Management's Discussion and Analysis for the third quarter and
nine-month period ended September 26, 2020 (together, the
“MD&As”), which are available under WSP's profile on SEDAR at
www.sedar.com. The foregoing list is not exhaustive and other
unknown or unpredictable factors could also have a material adverse
effect on the performance or results of WSP or Golder. WSP's
forward-looking statements are expressly qualified in their
entirety by this cautionary statement. For additional information
on this cautionary note regarding forward-looking statements as
well as a description of the relevant assumptions and risk factors
likely to affect WSP's actual or projected results, reference is
made to the MD&As, which are available on SEDAR at
www.sedar.com. The forward-looking statements contained in this
press release are made as of the date hereof and except as required
under applicable securities laws, WSP does not undertake to update
or revise these forward-looking statements, whether written or
verbal, that may be made from time to time by itself or on its
behalf, whether as a result of new information, future events or
otherwise. The forward-looking statements contained in this press
release are expressly qualified by these cautionary statements.
NO OFFER OR SOLICITATION
THIS NEWS RELEASE IS NOT AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES AND IS NOT AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF WSP, NOR SHALL IT
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY
CONTRACT FOR PURCHASE OR SUBSCRIPTION. SECURITIES MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR AN EXEMPTION
FROM REGISTRATION THEREUNDER. THESE SECURITIES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION
THEREFROM.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA.
FOR ADDITIONAL INFORMATION, PLEASE
CONTACT:
Alain MichaudChief Financial
OfficerWSP Global Inc.alain.michaud@wsp.com Phone: 438-843-7317
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