WSP Acquires Mouchel Consulting, a Leading UK Pure Play Infrastructure Engineering Consulting Firm

Parul Dubey on October 14, 2016 - in Corporate, News

MONTREAL, QUEBEC – WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has entered into a definitive agreement (the “Agreement”) in connection with the acquisition (the “Acquisition”) of all of the issued and outstanding shares of Mouchel Consulting, the engineering consulting services business of Mouchel Limited, which is held by Kier Group plc. The purchase price of approximately GBP £75 million ($CAD 120.4 million) (the “Purchase Price”) was financed using funds drawn under the Corporation’s current credit facilities.

Mouchel Consulting has approximately 2,000 employees, mostly located in offices across the UK and Ireland, as well as a presence in the Middle East. The firm is recognized for its broad expertise in the public transportation and infrastructure sectors, particularly in highways and Intelligent Transportation Systems (ITS). These are systems in which information and communication technologies are applied in the field of road transport, including infrastructure, vehicles and users, in traffic management and mobility management, as well as for interfaces with other modes of transport. The firm also has an expertise in the land referencing and regulated water market segments.

“Commenting on the Acquisition, Mark Naysmith, Managing Director for WSP in the UK said: “We are pleased to join forces with Mouchel Consulting, which is recognized as a highly successful firm in the UK, with a particularly strong public sector presence in transportation. Our combined expertise across the public and private sectors will enhance our design capabilities, providing greater depth and diversity in related skill sets. This will position us as trusted advisors, enabling us to deliver our clients’ projects across the whole life cycle of their projects. Together, we will now be a top-tier player for local and national government transportation projects, as well as in local authority markets.”

Alexandre L’Heureux, President and Chief Executive Officer of WSP said: “This Acquisition fits with our 2015-2018 growth strategy, where we aim to become a top-tier player in each of the regions and sectors where we operate, while strengthening our presence in industrialized countries and our activities in non-cyclical sectors. It is also in line with our UK growth strategy to increase our presence in the UK public sector, in order to benefit from the continued government investment in infrastructure. In addition, the Acquisition will enable us to expand our regional public client base as well as optimally balance our revenue breakdown between public and private sector clients”.

Also commenting on the Acquisition, Miles Barnard, Managing Director of Mouchel Consulting said: “We are pleased about the prospect of joining WSP, as our cultures are aligned and our operations are complementary, which should create new opportunities for our employees and clients. We also anticipate playing an active role in the development and growth of WSP’s multi-disciplinary activities in the public sector in the UK and Middle East, and look forward to offering a wide range of additional services to our respective clients.”

OPERATIONAL HIGHLIGHTS

WSP believes that Mouchel Consulting is an attractive acquisition for the following key reasons:

- It strengthens WSP’s presence in the UK public infrastructure sector and more specifically in highways design, Intelligent Transport Systems and the regulated water industry, which are markets where WSP was looking to increase its presence.
- It strategically positions WSP to benefit from upcoming opportunities in the UK public sector, driven by factors such the recently announced government commitment to the National Infrastructure Delivery Plan spend, of which CAD 550 billion will be invested in infrastructure projects to 2020/21.
- It complements WSP’s world-class transportation expertise in roads, highways and rail services, by adding ITS and land referencing know-how to WSP’s global team.
- WSP’s management believes that Mouchel Consulting’s core values of integrity, excellence, safety and growth are well-aligned with WSP’s corporate culture, philosophy and strategy and that both management teams share similar values, and possess an in-depth understanding of their respective business segments, geographic markets and potential for growth.
FINANCIAL HIGHLIGHTS
- For the 12-month period ended June 30, 2016, Mouchel Consulting had net revenues of approximately GBP £98 million ($CAD 157.4 million), generating an Adjusted EBITDA of GBP £9.8 million ($CAD 15.7 million).
- WSP’s management estimates that the Purchase Price multiple represents approximately 7.6x the trailing 12-month Adjusted EBITDA of Mouchel Consulting for the 12-month period ended June 30, 2016.
- WSP’s Pro forma Net Debt to Adjusted EBITDA (including Mouchel Consulting’s Adjusted EBITDA) now amounts to approximately 1.9x.
ABOUT MOUCHEL CONSULTING

Mouchel Consulting is the engineering consulting services business of Mouchel Limited. It provides a range of services across the project life cycle, including policy development, planning and design and performance monitoring, principally in the transport, environmental and water sectors. It operates in both the UK and the Middle East. Mouchel Consulting has been involved in many significant infrastructure projects, including the strategic study for the Trans-Pennine Tunnel, which was one of the most ambitious road schemes undertaken in the UK in more than five decades; or data collection and interpretation for the National Traffic Information service, the world’s largest traffic information system. Mouchel Consulting has also been involved in a diverse range of infrastructure projects in the Middle East, such as the design and upgrade of the Riyadh storm water drainage network (Saudi Arabia).

ABOUT WSP

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

Forward-looking statements

Certain information regarding WSP contained herein may constitute forward-looking statements. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although WSP believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been 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. WSP’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. The complete version of the 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 are included in the Management Discussion and Analysis for the year ended December 31, 2015 and for the second quarter ended June 25, 2016, 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 WSP does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless expressly required by applicable securities laws.

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