WSP Completes the Previously Announced Acquisition of Parsons Brinckerhoff
MONTREAL, Quebec, Oct. 31, 2014—WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has completed the previously announced acquisition (the “Acquisition”) of all of the issued and outstanding capital stock of the entities comprising the business of Parsons Brinckerhoff Group Inc. (collectively, “Parsons Brinckerhoff”), the professional services division of Balfour Beatty plc (“Balfour Beatty”).
“I am pleased with this acquisition, as we become an industry leader, with the ability to deliver more expertise and services to our client base across the world,” said Pierre Shoiry, President and Chief Executive Officer of the new combined entity. “We will now focus on combining our respective businesses and on generating revenue synergies, such as in the rail sector where we see an opportunity to combine WSP’s expertise in above ground station and platform design, with Parsons Brinckerhoff’s expertise in tunnelling and underground technology or in the aviation sector, where our expertise in land and air sides are complementary.”
Upon closing, George J. Pierson, President and Chief Executive Officer of Parsons Brinckerhoff, was appointed an executive director of the Corporation. As such, he will pursue his active role in the organization as CEO of Parsons Brinckerhoff, while ensuring continuity and seamless integration at the highest level as director of the Corporation. Mr. Pierson will transition from CEO of Parsons Brinckerhoff to a non-executive director position at the end of the year.
The US$1,310.2 million purchase price in connection with the Acquisition, which was paid in cash, included preliminary working capital adjustments and cash retained by Parsons Brinckerhoff of US$85.5 million, but excluded debt. The purchase price was financed using the net proceeds from the Corporation’s previously closed $502 million public bought deal offering of subscription receipts and $36 million additional offering of subscription receipts through the exercise of the over-allotment option; the $400 million private placement of subscription receipts with Canada Pension Plan Investment Board (“CPPIB”) and the Caisse de dépôt et placement du Québec (“La Caisse”) as well as from its new credit facilities.
Each subscription receipt will be exchanged for one common share in the capital of the Corporation (“Common Share”) for no additional consideration. Holders of subscription receipts will also be entitled to receive a cash amount of $0.375 for each subscription receipt, less any applicable withholding taxes, representing the amount of the dividend paid by the Corporation on each Common Share on October 15, 2014 (the ” Equivalent Payment”), or Common Shares, in lieu of such cash amount, in the event they have elected to participate in the dividend reinvestment plan of WSP (the “Plan”). WSP expects that holders of subscription receipts will receive their Common Shares and the Equivalent Payment to which they are entitled in their brokerage accounts within a few days. Holders of subscription receipts are not required to take any action in order to receive their Common Shares and Equivalent Payment.
As a result of the closing of the Acquisition and prior to taking the Plan into consideration, CPPIB and La Caisse will beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 15,293,061 and 15,453,185 Common Shares, respectively, representing approximately 17.3% and 17.5%, respectively, of the 88,464,083 issued and outstanding Common Shares.
With the closing of the Acquisition, trading in the subscription receipts of WSP will be halted and remain halted until the close of business today, at which time the subscription receipts will be delisted. Trading of the underlying Common Shares will begin at the opening of the market on Monday.
Barclays and CIBC acted as financial advisors to WSP in connection with the Acquisition. In addition, Barclays and CIBC have provided, in connection with the Acquisition, a fairness opinion to the board of directors of WSP to the effect that, as of September 3, 2014 and subject to the assumptions, limitations and qualifications contained therein, the consideration to be paid by WSP pursuant to the Acquisition was fair, from a financial point of view, to WSP.
WSP, through its acquisition of Parsons Brinckerhoff, is one of the world’s leading professional services firms in its industry, working with governments, businesses, architects and planners and providing integrated solutions across many disciplines. The firm provides services to transform the built environment and restore the natural environment, and its expertise ranges from environmental remediation to urban planning, from engineering iconic buildings to designing sustainable transport networks, and from developing the energy sources of the future to enabling new ways of extracting essential resources. It has approximately 31,500 employees, including engineers, technicians, scientists, architects, planners, surveyors environmental specialists, as well as other design, program and construction management professionals, based in more than 500 offices, across 39 countries, on 5 continents. WSP, including Parsons Brinckerhoff, had pro forma revenues of $4.5 billion for the 12 months ended December 31, 2013. www.wspgroup.com