MONTREAL, QUEBEC--(Marketwire - June 7, 2012) -
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.
GENIVAR Inc. (TSX:GNV) ("GENIVAR" or the "Corporation") is announcing a recommended cash offer to acquire all of the issued and outstanding shares of WSP Group PLC ("WSP"), a multi-disciplinary professional services consultancy based in London, U.K. pursuant to a proposed scheme of arrangement (the "Scheme") under Part 26 of the U.K. Companies Act 2006 (the "Transaction"). Pursuant to the Transaction, GENIVAR and WSP intend to combine their reputation, expertise and geographic reach to create a world-class professional services firm with approximately 14,500 employees in over 30 countries, with a strong presence in Canada, Northern Europe (including mainly Sweden and Norway), the U.K. and the United States. Following the Transaction, Christopher Cole, the current Chief Executive of WSP, will become Executive Chairman of the Board of Directors of the Corporation, while the current Chairman of the Board, Richard Bélanger will become the Lead Independent Director and Pierre Shoiry will continue as the President and Chief Executive Officer.
WSP is a global multi-disciplinary professional services consultancy specialising in Building, Transport & Infrastructure, Management & Industrial and Energy & Environment, providing a full range of services from planning to design, delivery and asset management and has been listed on the London Stock Exchange since 1990. It employs more than 9,000 people in 200 offices in over 30 countries. It ranks fourth based on international revenues in the Building segment, tenth based on international revenues in the Industrial segment and is one of the top three firms in each of Sweden and Norway. For the year ended December 31, 2011, WSP had revenues of approximately $1.1 billion (£717 million) and EBITDA of approximately $82 million (£51 million).
- Each holder of issued and outstanding shares of WSP (a "Shareholder") will be entitled to receive £4.35 per share, representing a premium of approximately 67% to the closing price on June 6, 2012. The equity value of the Transaction amounts to approximately £278 million ($442 million) to be paid in cash (the "Purchase Price").
- The Transaction implies an enterprise value of £400 million ($637 million), including pension liabilities.
- Multiple of 6.8x EBITDA for the year ended December 31, 2011, excluding pension liabilities
- Multiple of 7.8x EBITDA for the year ended December 31, 2011, including pension liabilities
- Management expects the transaction to be immediately accretive to EPS without considering any revenue and cost synergies.
- The Transaction represents a unique opportunity to build a world-class global professional services firm with combined revenues of $1.8 billion and EBITDA of $172 million, focused on strong markets such as Canada, Sweden, the United States, Norway, the U.K. and with key expertise in Building, Transport & Infrastructure and Industrial, Energy & Environment segments.
- With complementary geographic footprints, end-market exposures and service offerings, and very limited client overlap, the business fit between GENIVAR and WSP is expected to provide revenue diversification as well as enhanced capabilities to better serve the combined client base on a global basis.
- WSP's Board of Directors intends to unanimously recommend that Shareholders vote in favour of the Scheme, as the Directors have irrevocably undertaken to do in respect of their own beneficial holdings, representing 2.1% of the issued share capital of WSP.
- GENIVAR has received irrevocable undertakings and a letter of intent from some of WSP's largest Shareholders, who collectively own 35.1% of the issued share capital of WSP.
- The Transaction and other related transaction costs are being financed through a combination of:
- $225 million bought deal public offering of subscription receipts of the Corporation at $24.00 per subscription receipt;
- $197 million private placement of subscription receipts of the Corporation at $24.00 per subscription receipt from two existing shareholders, Canada Pension Plan Investment Board ("CPPIB") and the Caisse de dépôt et placement du Québec (the "Caisse"); and
- A new $400 million Revolving Credit Facility with an estimated leverage of 1.4x Net Debt / EBITDA upon closing.
- The Transaction is subject to customary conditions and is expected to close on or about July 31, 2012.
Creates a leading global professional services firm with a diversified business model
- Approximately 14,500 employees in over 30 countries on all continents
- Diversifies end markets and geographies with concentration in North America, Northern Europe and the U.K.
- Second largest Canadian-based firm and 18th largest global design firm
Expands skills and deepens expertise in core segments
- Leverages both firms' expertise to drive cross-selling opportunities
- Builds on WSP's world-class expertise in high-rise buildings, bridge and rail infrastructure, and exports GENIVAR's industrial, environment and energy expertise to WSP's client base
Provides a strong platform for growth
- Enhances capabilities to engage with global clients and undertake larger scale contracts
- Broadens range of future acquisition opportunities
Results in a solid financial profile
- Management expects the Transaction to be immediately accretive to EPS without considering any revenue and cost synergies (based on 2011 financial information)
- Solid balance sheet to pursue further growth strategy
Combines firms sharing a common vision and culture
- Shared vision to capitalize on core segments / geographies and growth opportunities
Commenting on the Transaction, Pierre Shoiry, President and Chief Executive Officer of GENIVAR said, "This landmark transaction is an important milestone in the history of GENIVAR. We are very excited to join forces with WSP and have Christopher Cole become Executive Chairman of the Board of Directors upon completion of the Transaction. GENIVAR and WSP are highly compatible in terms of culture and strategic objectives. They are both pure play consulting firms, sharing similar values with respect to people, clients and teamwork. We believe that the combination provides a unique opportunity for our clients, employees and shareholders to benefit from the global scale and breadth of services offered by the combined entity. Through the combination of our firms, we are creating one of the world's leading professional services firms. Moreover, our firms are complementary with limited geographical overlap, combining talented teams to enhance the leadership and expertise of the global organization."
Commenting on the Transaction, Christopher Cole, Chief Executive of WSP said, "WSP is a successful global multi-disciplinary professional services consultancy with stated strategic ambitions to diversify and grow. Whilst reviewing carefully our options to best achieve this aim, an exceptional opportunity has arisen for WSP to merge with GENIVAR, a similarly ambitious entrepreneurial yet complementary Canadian firm. I believe this transaction will provide WSP, our staff and our clients with enhanced opportunities and the combined entity will achieve increased prominence in the global markets in which we work. This recommended transaction provides WSP shareholders with cash at an offer price which recognises WSP's underlying value. Having been immensely proud to lead WSP for many years I now look forward to my new role as Executive Chairman of the combined entity and to working with Pierre Shoiry and the WSP and GENIVAR teams to deliver ongoing value to all stakeholders."
The Scheme must be approved by a majority in number of the WSP Shareholders voting at a Court Meeting, either in person or by proxy, representing not less than 75% in value of the WSP shares voted at the Court Meeting, and must also receive the approval of the Court. In addition, a special resolution implementing the Scheme and approving the required related capital reduction must be passed by Shareholders representing 75% or more in value of the votes cast, either in person or by proxy, at a general meeting of Shareholders to be held on or around July 13, 2012.
GENIVAR's Board of Directors received a fairness opinion from Barclays Capital Canada Inc. ("Barclays"), to the effect that, as of the opinion date and subject to the assumptions, limitations and qualifications contained therein, the consideration to be paid by the Corporation under the Transaction is fair, from a financial point of view, to the Corporation.
FINANCING THE TRANSACTION
- $225 million Public Bought Deal of subscription receipts
- $197 million Private Placement of subscription receipts
- $400 million New Revolving Credit Facility and a $225 million Bridge Facility from Canadian Imperial Bank of Commerce, Bank of Montreal and National Bank of Canada
- Adoption of a dividend reinvestment plan (the "DRIP"):
- All existing shareholders and holders of Subscription Receipts and Private Placement Subscription Receipts are entitled to participate in the DRIP and to receive Common Shares issued under the DRIP upon the closing of the Transaction
- Commitment from CPPIB and the Caisse to participate in the DRIP with respect to dividends for which the record date is on or prior to July 1st, 2013, subject to the Lock-Up Period (as defined below)
Public Offering of Subscription Receipts on a Bought Deal Basis
To finance the payment of a portion of the Purchase Price and related expenses, GENIVAR has entered into an agreement with a syndicate of underwriters co-led by CIBC, BMO Capital Markets ("BMO"), National Bank Financial ("NBF") and Barclays (and collectively, the "Co-Lead Underwriters") to sell, on a bought deal basis, subscription receipts (the "Subscription Receipts") of GENIVAR from treasury at a price of $24.00 per Subscription Receipt (the "Offer Price"). The agreement with the Co-Lead Underwriters includes the issuance of 9,375,000 Subscription Receipts for gross proceeds of $225 million (the "Offering"). In addition, the Underwriters have been granted an over-allotment option, exercisable in whole or in part at the Offer Price for a period of 30 days from the closing date of the Offering, for additional gross proceeds of up to approximately $34 million. The Subscription Receipts will be offered in all provinces of Canada, pursuant to a short form prospectus to be filed in each of the provinces of Canada by GENIVAR in accordance with National Instrument 44-101 - Short Form Prospectus Distributions.
Holder of Subscription Receipts upon closing of the transaction will be entitled to receive an amount for each Subscription Receipt equivalent to the dividends payable by the Company on the Common Shares relating to the June 29, 2012 record date.
The proceeds from the Offering will be held in escrow pending the completion of the Transaction. If the Transaction is completed on or prior to 5:00 p.m. (Montreal Time) on December 4, 2012, the net proceeds will be released and each holder of a Subscription Receipt will receive, without additional consideration and without further action, one common share of GENIVAR (the "Common Shares") for each Subscription Receipt held upon closing of the Transaction. If the Transaction does not occur on or prior to 5:00 p.m. (Montreal Time) on December 4, 2012, the Scheme is not approved or the related capital reduction is not approved at the Court hearing; or the Corporation advises the Co-Lead Underwriters or announces to the public that it does not intend to proceed with the Transaction, the holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts plus their pro rata share of the interest earned on the escrowed funds during the term of the escrow. 50% of the underwriters' fee in the aggregate amount of $9 million, representing 4% of the aggregate gross proceeds of the Offering, will be paid upon closing of the Offering and the other 50% will be paid upon closing of the Transaction.
The issuance of the Subscription Receipts and underlying Common Shares pursuant to the Offering are subject to customary approvals of applicable securities regulatory authorities, including the Toronto Stock Exchange. Closing of the Offering is expected to occur on or about June 27, 2012.
Private Placement of Subscription Receipts
Concurrently with the Offering, GENIVAR has entered into subscription agreements under which the Corporation will complete a private placement with CPPIB and the Caisse, pursuant to which CPPIB and the Caisse will purchase on a "private placement" basis, 8,210,610 Subscription Receipts (the "Placement Subscription Receipts") at $24.00 per Placement Subscription Receipt for gross proceeds to the Corporation of $197 million upon closing (the "Concurrent Private Placement"). Upon closing of the Transaction, each of CPPIB and the Caisse will be entitled to a non-refundable capital commitment payment equal to 4% of the aggregate purchase price for the Placement Subscription Receipts for which each of them has subscribed.
Assuming completion of the Concurrent Private Placement and the Offering and the issuance of all underlying Common Shares to the holders of Subscription Receipts and Placement Subscription Receipts, but not the exercise of the over-allotment option, CPPIB and the Caisse will each beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 7,363,005 and 7,355,305 Common Shares, respectively (which includes the 3,257,700 and 3,250,000 Common Shares which CPPIB and the Caisse, respectively, currently beneficially own, or exercise control or direction over, directly or indirectly), representing approximately 14.6% and 14.6%, respectively, of the issued and outstanding Common Shares. The Placement Subscription Receipts and the underlying Common Shares issued pursuant to the Concurrent Private Placement will be subject to a statutory hold period, and CPPIB and the Caisse have agreed not to sell any of the underlying Common Shares and the Common Shares they hold until June 21, 2013 inclusively, provided that one third of such Common Shares will cease to be subject to these restrictions on December 21, 2012, another third on March 21, 2013 and the remaining third on June 21, 2013 (the "Lock-Up Period"), unless otherwise approved by the Corporation.
New Credit Facilities
Concurrently with the announcement of the Transaction, the Corporation entered into a new credit agreement with Canadian Imperial Bank of Commerce, Bank of Montreal and National Bank of Canada as co-lead arrangers and joint bookrunners, (collectively the "Agents"), providing for (a) a committed revolving credit facility in the maximum amount of $400 million (the "New Revolving Credit Facility"), and (b) a committed non-revolving bridge facility in the maximum amount of $225 million (the "Bridge Facility").
The proceeds of the New Revolving Credit Facility would be used to (i) repay any outstanding amounts due under the existing credit agreement of GENIVAR and to finance a portion of the Purchase Price payable on the closing date of the Transaction by the Corporation, (ii) to refinance all or part of the existing indebtedness of WSP, (iii) to finance the costs of the Transaction, and (iv) to finance the working capital requirements of the Corporation. The Bridge Facility is to be used in certain circumstances to back-stop a portion of the Purchase Price payable in connection with the Transaction. As security for the obligations of the Corporation under the New Revolving Credit Facility and the Bridge Facility (collectively, the "Credit Facilities"), the Corporation and certain of its Subsidiaries have granted, in favour and for the benefit of the Agents, hypothecs and liens charging all of their present and future movable property. The Credit Facilities provide for covenants and ratios applicable to the Corporation on a consolidated basis.
Closing Dates and Conditions for Closing
The Transaction is expected to close on or about July 31, 2012.
The Transaction, which has been approved by the Board of Directors of GENIVAR and recommended by the Board of Directors of WSP, is subject to customary closing conditions.
Barclays is acting as financial advisor to GENIVAR on the Transaction. Legal advice is being provided to GENIVAR by Stikeman Elliott LLP and with respect to English law, by Linklaters LLP. CIBC, BMO, NBF, and Barclays are leading the Offering on behalf of the Underwriters and legal advice to the Underwriters is being provided by Fasken Martineau DuMoulin LLP.
Conference Call Information
GENIVAR will host a conference call to discuss the Transaction and the Offering on June 7, 2012 at 3:30 p.m. (Eastern Daylight Time). The call will be accessible by telephone at 877-405-9213 (Toll-Free dial-in number) or 514-861-2255 (International dial-in number), pass code: 2130794. An audio replay of the conference call will be available until June 14 at 11:59 (Eastern Daylight Time). To access the replay, dial 800-408-3053 or 514-861-2272, and enter the pass code:4314643.
GENIVAR will provide a simultaneous webcast of the conference call. To access the webcast please go to the investors/webcast section of GENIVAR's website at www.genivar.com and click the attached link. Participants will require Windows MediaPlayer, which can be downloaded prior to accessing the call.
Availability of Documents
Copies of related documents, such as the prospectus and the Offer related to the Transaction, will be available on SEDAR (www.sedar.com) as part of the public filings of GENIVAR and on GENIVAR's website at www.genivar.com.
DIVIDEND REINVESTMENT PLAN
GENIVAR also announced that its Board of Directors has approved the adoption of a DRIP for the Corporation's Canadian resident registered and beneficial shareholders ("Eligible Shareholders"). The DRIP comes into effect as of today and will commence with the previously announced July 15, 2012 dividend. The DRIP allows Eligible Shareholders to direct cash dividends paid on all or a portion of their Common Shares to be reinvested in additional Common Shares, which will be issued at a price which will vary, depending on whether the Corporation directs the agent under the DRIP to buy the Common Shares through a market purchase or a treasury purchase. Common Shares acquired from treasury may, at the election of the Corporation, be issued at the market price of the Common Shares as determined in accordance with the DRIP.
In connection with the Offering and the Concurrent Private Placement, holders of Subscription Receipts and Concurrent Private Placement Subscription Receipts will be entitled to participate in the DRIP and to receive Common Shares issued under the DRIP upon the closing of the Transaction. CPPIB and the Caisse have undertaken to enroll substantially all of the Common Shares held by them in the DRIP in accordance with the Lock-Up Period, providing GENIVAR with additional cash flow flexibility. Further to the commitment by CPPIB and the Caisse, the Corporation has committed to issue from treasury all Common Shares to be issued to participants under the DRIP at a minimum 2% discount. The undertaking to provide such 2% will be offered to all participants in the DRIP but may be withdrawn by the Corporation at any time, subject to any specific agreement entered into by the Company.
To participate in the DRIP, registered Eligible Shareholders must deliver a properly completed enrollment form to the agent, as directed under the DRIP, by no later than 10:00 a.m. (Montreal time) on a dividend record date in order for the cash dividend to which such record date relates to be reinvested under the DRIP.
Beneficial Eligible Shareholders (owners of Common Shares that are held through a nominee) who wish to participate in the DRIP should contact the broker, investment dealer, financial institution or other nominee who holds their Common Shares to inquire about the applicable enrollment deadline and to request enrollment in the DRIP.
Copies of the DRIP and the enrollment form will be available in due time through the agent's website and on the Corporation's website at www.genivar.com under the heading "Investor Relations - Dividend". Eligible Shareholders are urged to carefully read the complete text of the DRIP before making any decisions regarding their participation in the DRIP.
No commissions, service charges or brokerage fees will be payable by DRIP participants in connection with their purchase of Common Shares from treasury. However, beneficial Eligible Shareholders who wish to participate in the DRIP through the broker, investment dealer, financial institution or other nominee who holds their Common Shares should consult that nominee to confirm what fees, if any, the nominee may charge to enroll in the DRIP on their behalf or whether the nominee's policies might result in any costs otherwise becoming payable by the beneficial Eligible Shareholder.
Participation in the DRIP will not relieve DRIP participants of any liability for taxes that may be payable on dividends paid on Common Shares. Eligible Shareholders should consult their own tax advisors concerning the tax implications of their participation in the DRIP regarding their own particular circumstances.
The Common Shares and the Common Shares to be issued pursuant to the DRIP are not, and will not be, registered under the United States Securities Act of 1933, as amended, and accordingly, the Common Shares issued pursuant to the DRIP are not being publicly offered for sale in the United States or in any of the territories or possessions thereof or any other jurisdictions or to or for the benefit of "U.S. Persons" (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended). Participation in the DRIP will not be accepted from any person or person's agent who is not an Eligible Shareholder.
This press release contains forward-looking information within the meaning of applicable securities laws. All information and statements other than statements of historical facts contained in this press release are forward-looking information. These statements are "forward-looking" because they are based on current expectations, estimates, assumptions, risks and uncertainties. These forward-looking statements are typically identified by future or conditional verbs such as "outlook", "believe", "anticipate", "estimate", "project", "expect", "intend", "plan" and terms and expressions of similar import. Such forward-looking information may include, without limitation, statements with respect to: the use of proceeds of the Offering, the Concurrent Private Placement and the New Credit Facilities, the expected financial performance, the business model and acquisition strategy, the dividend policy, the completion of the Offering, the Concurrent Private Placement and the Transaction, the anticipated indebtedness to be incurred under the New Credit Facilities, the anticipated benefits derived from the DRIP, the expected Transaction Closing Date and the anticipated benefits of the Transaction.
The forward-looking information is based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions concerning availability of capital resources, performance of operating facilities, strength of market conditions, customer demand, satisfaction of all conditions of closing of the Transaction, absence of exercise of any termination right and the timing and receipt of regulatory approval with respect to the Offering. Although the Corporation believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information since no assurance can be given that they will prove to be correct.
Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, possible failure to realize anticipated benefits of the Transaction, possible failure to complete the Transaction, absence of deal protection mechanisms, change of control, exchange rate risk at closing, foreign currency exposure, potential undisclosed liabilities associated with the Transaction, increased indebtedness, nature of acquisitions, market for securities, volatile market price, escrow release condition, dilutive effects on holders of Common Shares, organic business growth, foreign operations, foreign currency risk, joint venture partners, current economic environment, pension schemes, anti-bribery laws and anti-corruption practices.
To the extent any forward-looking information in this press release constitutes future-oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential benefits of the Offering, the Transaction, the Concurrent Private Placement and the New Credit Facilities and readers are cautioned that this information may not be appropriate for any other purpose. Future-oriented financial information and financial outlooks, as with forward-looking information generally, are, without limitation, based on the assumptions and subject to the risks set out above.
The reader is further cautioned that the preparation of financial statements in accordance with IFRS requires management to make certain judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information contained herein is made as of the date of this press release, and the Corporation undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.
Reference in this press release to "EBITDA" is to earnings before financial expenses, income tax expenses, depreciation and amortization, share-based payments including, for greater clarity, share of profit from investments and jointly controlled entities and, adjusted for exceptional items. Investors are cautioned that EBITDA should not be considered an alternative to net earnings for the period (as determined in accordance with IFRS), as an indicator of the Corporation's performance, or an alternative to cash flows from operating, financing and investing activities as a measure of the Corporation's liquidity and cash flows.
This press release refers to financial measures that are not recognized under IFRS. While GENIVAR and certain other issuers measure and evaluate the performance of their respective consolidated operations and business segments with reference to non-IRFS measures, non-IFRS measures do not have any standardized meaning under IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. Investors are directed to the section entitled "Non-IFRS Measures" in the prospectus of GENIVAR to be filed in connection with the Offering.
All dollar values are quoted in Canadian dollars unless otherwise indicated, and where converted from Sterling amounts at an exchange ratio of £0.628 per Canadian dollar.
Barclays Bank PLC, acting through its investment bank, which is authorized and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for GENIVAR and no one else in connection with the Transaction and will not be responsible to anyone other than GENIVAR for providing the protections afforded to clients of Barclays or for providing advice in connection with the Transaction or any matter or arrangement referred to herein.
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 GENIVAR, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE OR SUBSCRIPTION. THE SUBSCRIPTION RECEIPTS WILL ONLY BE OFFERED IN CERTAIN PROVINCES OF CANADA BY MEANS OF THE PROSPECTUS REFERRED TO ABOVE. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. 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.
GENIVAR is a leading Canadian professional consulting services firm providing private and public-sector clients with a broad diversity of services in planning, engineering, surveying, environmental sciences, and projects and construction management, as well as architecture through strategic alliances. The Corporation is a fee-for-service professional consultants firm and it reports in one reportable segment, which is commonly referred to as consulting services. GENIVAR is one of the largest professional services firms in Canada by number of employees, with more than 5,500 managers, professionals, technicians, technologists, and support staff in over 100 cities in Canada and abroad. www.genivar.com