WSP Intends to Acquire Sweett to Strengthen Its Expertise in Project Management
MONTREAL, QUEBEC, May 25, 2016—WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has reached an agreement with the Board of Directors of Sweett Group plc (AIM:CSG.L) (“Sweett”), based in London, U.K., on the terms of a recommended cash offer pursuant to which WSP (or a direct or indirect wholly-owned subsidiary of WSP) will acquire the entire issued and to be issued share capital of Sweett (the “Acquisition”). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the U.K. Companies Act (the “Scheme”). Under the terms of the Acquisition, Sweett Shareholders will be entitled to receive 35 pence (C$ 0.67) in cash for each Sweett Share held, valuing the entire issued share capital of Sweett at approximately £24 million (C$ 46.1 million).
The offer price represents a premium of approximately:
- 52.17 percent to the closing price per Sweett Share of 23 pence on 24 May 2016 (being the last business day prior to the date of this announcement); and
- 73.58 percent to the six-month average price per Sweett Share of 20 pence (being the average closing price for the six month period ended on 24 May 2016 being the last business day prior to the date of this announcement).
Sweett is an international business provider of professional services for the construction and management of building and infrastructure projects. Its services include quantity surveying/cost management, project management, building surveying and specialist and advisory services. Sweett employs approximately 600 people, mainly based in the United Kingdom. On April 26, 2016, Sweett released a trading update for the year ended March 31, 2016, which included the following information in relation to Sweett’s current trading and prospects: “Trading in the year to March 31, 2016 in the Group’s ongoing business (excluding MENA) which now predominantly comprises the UK has been strong with anticipated revenue of £54.9 million representing growth of approximately 6.6 per cent (2015: £51.5 million).”
WSP believes that Sweett is an attractive acquisition opportunity for the following key reasons:
- it provides an opportunity to grow the range of advisory skills of WSP;
- it adds further scale and management strength in the United Kingdom and Europe;
- it has a complementary client base to which to cross sell services;
- it gives the opportunity to provide a broader offering to WSP’s existing and new clients; and
- it provides a very solid foundation from which WSP can achieve growth of a strong programme, project and cost management capability.
Commenting on the Acquisition, Alexandre L’Heureux, CFO and incoming President and Chief Executive Officer of WSP, said: “This transaction fulfills our strategic ambitions of enhancing our project and cost management services and positions our combined group as a leading global consultancy. WSP and Sweett operate a similar business model of global knowhow, local delivery and are highly compatible in terms of strategic objectives, being both pure play consulting firms.”
Commenting on the Acquisition, Paul Dollin, Chief Operating Officer of WSP, said: “This transaction is a key step on WSP’s journey as a world class professional services organisation. The combination of skills and compatible cultures will provide a great foundation for the two organisations to work together constructively and enjoyably on selected projects, creating attractive and competitive solutions for our clients. This is a transaction that will truly benefit the business, our people and our clients.”
Commenting on the Acquisition, John Dodds, Chairman of Sweett, said: “This transaction supports the realisation of both companies’ strategic aims and provides a strong global platform for growth. It provides Sweett Shareholders with cash at an offer price that recognises Sweett’s underlying value, whilst enabling the Sweett business to accelerate its growth potential with the support of WSP’s financial strength.”
Commenting on the Acquisition, Douglas McCormick, Chief Executive Officer of Sweett, said: “I believe this transaction will provide Sweett, our staff and our clients with enhanced opportunities and the combined entity will achieve increased prominence in the global markets in which we work. By joining WSP, this will provide the Company with a stronger platform, both operationally and financially, for growth in the years ahead.”
The Sweett Directors, who have been so advised by Stockdale, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Sweett Directors, Stockdale has taken into account the commercial assessments of the Sweett Directors.
Accordingly, the Sweett Directors intend unanimously to recommend that Sweett shareholders vote in favour of the Scheme at the Court meeting to approve the Scheme and in favour of the resolution to be proposed at the general meeting of the Sweett shareholders, as they have irrevocably undertaken to do (or procure is done) in respect of their own aggregate beneficial holdings of 391,550 Sweett shares, which represent approximately 0.57 percent of the share capital of Sweett in issue on May 24, 2016 (being the business day prior to the date of this announcement).
In aggregate, therefore, irrevocable undertakings to vote in favour of the Scheme at the Court meeting and in favour of the resolution to be proposed at the General meeting have been received in respect of 19,231,445 Sweett shares, representing approximately 28.00 percent of the share capital of Sweett in issue on May 24, 2016 (being the last business day prior to the date of this announcement).
Opus Corporate Finance LLP is acting as financial adviser to WSP in respect of the offer. Nabarro LLP is acting as legal adviser to WSP in respect of the offer.
Stockdale Securities Limited is acting as financial adviser to Sweett in respect of the offer and for the purposes of Rule 3 of the City Code on Takeovers and Mergers. Pinsent Masons LLP is acting as legal adviser to Sweett in respect of the offer.
ABOUT SWEETT GROUP PLC
Sweett which was established in 1928 is an international business provider of professional services for the construction and management of building and infrastructure projects. Its services include quantity surveying/cost management, project management, building surveying and specialist and advisory services. Sweett’s ongoing operations are predominantly in the UK save for a small presence in mainland Europe and North America. Sweett’s network of offices services clients across a diverse range of industry sectors in both the public and private sectors, including education, health, retail and mixed use, government/local authority, housing and transport and infrastructure.
As one of the world’s leading professional services firms, WSP provides technical expertise and strategic advice to clients in the Property & Buildings, Transportation & Infrastructure, Environment, Industry, Resources (including Mining and Oil & Gas) and Power & Energy sectors. WSP also offers highly specialised services in project delivery and strategic consulting. Its experts include engineers, advisors, technicians, scientists, architects, planners, surveyors and environmental specialists, as well as other design, program and construction management professionals. With approximately 34,000 people in 500 offices across 40 countries, WSP is well positioned to deliver successful and sustainable projects under its WSP and WSP / Parsons Brinckerhoff brands. www.wsp-pb.com.