WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) is
pleased to announce that it has completed its previously announced
acquisition of Enterra Holdings Ltd., the holding company of Golder
Associates ("Golder"), through a plan of arrangement pursuant to
the Companies Act (Nova Scotia) (the "Acquisition"). Golder is a
global consulting firm with approximately 7,000 employees and 60
years of experience in providing earth sciences and environmental
consulting services.
The aggregate cash consideration payable in
connection with the Acquisition is approximately US$1.14 billion
(approximately C$1.4 billion), which was paid in cash. The
Acquisition and other related transaction costs were financed using
the proceeds from the Corporation's previously closed C$310 million
private placements of subscription receipts with GIC Pte. Ltd., and
British Columbia Investment Management Corporation, and new bank
financing term loans.
“Today we have reached a transformational
milestone for WSP, Golder and our 54,000 employees around the world
as we begin our journey together as the leading global
environmental consulting firm,” said Alexandre L’Heureux, President
and Chief Executive Officer of WSP. “This acquisition directly
contributes to the realization of the goals we laid out in our
2019-2021 Global Strategic Plan. We expect that the addition of
Golder will contribute to both strategic growth and value creation
for many years to come.”
“Over the past few months, both WSP and Golder’s
leadership teams have been working together to build the foundation
necessary to ensure we are unlocking the full potential of our
increased scale and broader, deeper range of solutions to
tackle key environmental and ESG challenges around the world. I am
confident that our focus on technical excellence and shared passion
for innovation and collaboration will facilitate integration, while
providing professional development opportunities for our employees
and long-term value for our communities, clients and shareholders,”
added Alexandre L’Heureux.
Additionally, leaders from Golder will be taking
strategic positions within both the Corporation’s operating regions
and support functions, creating a truly diverse, inclusive and
collaborative platform maximizing integration success with WSP’s
existing leadership.
“Golder was built by generations of pioneering,
passionate, and caring world-class experts that collectively
created one of the most iconic global brands in the industry,
underpinned by a strong inclusive culture with technical excellence
and innovation at its core,” said Dr. Hisham Mahmoud, Global
President and Chief Executive Officer of Golder, who previously
announced that he will be retiring from his role. “I believe the
combination of Golder and WSP will create significant value for our
clients and opportunities for our people. I’ve been impressed with
what our teams have already accomplished in planning for the
integration, further confirming a shared excitement for the
future.”
“I would like to thank Dr. Hisham Mahmoud for
bringing Golder to this point in its journey, as one of the most
successful and respected brands in the industry. We wish him
continued success in his future endeavors,” stated Alexandre
L’Heureux.
EXECUTIVE LEADERSHIP APPOINTMENT IN
CANADA
Marie-Claude Dumas has been named President and
CEO of WSP in Canada, replacing Ryan Brain who will ensure a smooth
transition. Since joining WSP in January 2020, Ms. Dumas has served
as Global Director, Major Projects & Programs/Executive Market
Leader – Quebec, working closely with our Global and Canadian
operations and leadership. A member of the Ordre des ingénieurs du
Québec, Ms. Dumas brings a proven track record as a global
engineering and construction executive with over 20 years of
multi-disciplinary management and consulting experience acquired
with several multinationals.
“As we have entered the last year of our
strategic cycle, we are confident that Marie-Claude’s extensive
technical background, combined with her track record in major
project delivery, will set the foundation for sustained growth at
WSP in Canada, in addition to capturing the benefits offered by the
Golder acquisition. We thank Ryan Brain for his contribution to the
success of WSP’s Canadian operations during his tenure and for his
ongoing support during the transition,” said Alexandre
L’Heureux.
“After witnessing firsthand, the undeniable
talent and level of expertise of WSP in Canada over the past year,
I am proud to continue to work alongside the Canadian leadership
team as we pursue the organization’s strategic ambitions to further
our client centric approach and people development initiatives,”
said Marie-Claude Dumas.
ABOUT WSPAs 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
FORWARD-LOOKING STATEMENTSThis
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, 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 and benefits of the Acquisition, and the Corporation's
future growth, results of operations, performance business,
prospects and opportunities, the expected synergies to be realized
and certain expected financial ratios. 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, increased indebtedness, transitional
risk, potential undisclosed costs or liabilities associated with
the Acquisition, the reliance on information provided by Golder,
change of control and other similar provisions and fees, the nature
of acquisitions, 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, 2020 (the “MD&A”), which is
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&A,
which is 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.
FOR ADDITIONAL INFORMATION, PLEASE
CONTACT:
Alain MichaudChief Financial
OfficerWSP Global Inc.alain.michaud@wsp.comPhone: 438-843-7317
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