WSP Announces a $437 Million Public Offering of Common Shares and a Concurrent $64 Million Private Placement From CDPQ and CPP Investments
MONTREAL, June 01, 2020 (GLOBE NEWSWIRE) — WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has entered into an agreement with CIBC Capital Markets, National Bank Financial Inc. and TD Securities Inc. acting as joint bookrunners, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Corporation will issue from treasury, and the Underwriters shall purchase on a “bought deal” basis, 5,080,000 common shares (the “Shares”) at a price of $86.00 per Share (the “Offer Price”) for gross proceeds to the Corporation of approximately $437 million (the “Offering”).
In addition, WSP has entered into agreements under which the Corporation will complete a private placement of common shares at the Offer Price with Caisse de dépôt et placement du Québec (“CDPQ”), for aggregate gross proceeds to the Corporation of approximately $44 million, and with a subsidiary of Canada Pension Plan Investment Board (“CPP Investments”), for aggregate gross proceeds to the Corporation of approximately $20 million (collectively, the “Private Placement”).WSP intends to use the net proceeds of the Offering and Private Placement for general corporate purposes as well as to fund potential future acquisition opportunities. “The successful completion of the Offering and Private Placement will further position WSP with a stronger balance sheet, affording us with maximum financial flexibility to continue to pursue our strategic ambitions by seizing upon various opportunities that will arise from the accelerated changes to our industry. We are also pleased with the continued support of our existing institutional investors,” commented Alexandre L’Heureux, President and Chief Executive Officer of WSP.“This additional investment is a continuation of our partnership with WSP,” said Kim Thomassin, Executive Vice-President and Head of Québec Investments and Stewardship Investing at CDPQ. “In keeping with our long-term approach, we have built a strong relationship with WSP over the last decade and we look forward to supporting the company in the accomplishment of its strategic ambitions.”“We are pleased to support WSP in its pursuit of new growth opportunities. This private placement builds on our nearly decade-long investment in the company, contributing to our strategy to be a cornerstone minority shareholder in public companies where we can meaningfully contribute to their growth,” said Deborah Orida, Senior Managing Director & Global Head of Active Equities, CPP Investments.The Underwriters have been granted an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part on the same terms as the Offering for a period of 30 days from the closing of the Offering, to issue additional Shares, representing up to 15% of the size of the Offering, for additional gross proceeds of up to approximately $65 million. Each of CDPQ and CPP Investments has also been granted an option (the “Additional Subscription Option”) to purchase a number of additional common shares representing up to 15% of the number of shares subscribed by each of them on closing, subject to, and in the same proportion as, the Over-Allotment Option being exercised by the Underwriters.The Shares issued pursuant to the Offering and Over-Allotment Option will be offered in all provinces and territories of Canada by way of a prospectus supplement to a short form base shelf prospectus (the “Final Base Shelf Prospectus”). The Shares issued pursuant to the Offering will also be offered in the United States by way of private placement to “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (the “U.S. Securities Act”).The Corporation will file a preliminary short form base shelf prospectus (the “Preliminary Base Shelf Prospectus”) no later than June 3, 2020. Such Preliminary Base Shelf Prospectus, which remains subject to the review of the Canadian Securities Commissions, will qualify the distribution by way of prospectus in Canada of up to $3,000,000,000 of common shares, preferred shares, debt securities, warrants, subscription receipts, units or any combination thereof, during the 25-month period during which the Final Base Shelf Prospectus will be effective. Concurrently with the filing of the Preliminary Base Shelf Prospectus, the Corporation will also file a preliminary prospectus supplement to qualify the Shares to be issued pursuant to the Offering described above.The issuance of the shares pursuant to the Offering and the Private Placement is subject to customary approvals of applicable securities regulatory authorities, including the Toronto Stock Exchange (the “TSX”). Closing of the Offering and the Private Placement are expected to occur concurrently on or about June 17, 2020 (the “Closing Date”). The Offering and the Private Placement are conditional upon each other.Assuming completion of the Private Placement and the Offering and the issuance of all common shares thereunder, but not the exercise of the Over-Allotment Option or the Additional Subscription Option, CDPQ will beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 20,692,848 common shares (which includes the 20,184,848 common shares which CDPQ currently beneficially owns, or exercises control or direction over, directly or indirectly) representing approximately 18.5% of the issued and outstanding common shares. Under the same assumptions, CPP Investments will beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 21,344,068 common shares (which includes the 21,111,068 common shares which CPP Investments currently beneficially owns, or exercises control or direction over, directly or indirectly) representing approximately 19.0% of the issued and outstanding common shares.Moreover, CDPQ and CPP Investments have undertaken for a 12-month period following closing to have all of the common shares held by them in the capital of the Corporation, including the common shares issued pursuant to the Private Placement (and the additional common shares subscribed pursuant to the Additional Subscription Option, as applicable), participate in the Corporation’s dividend reinvestment plan (the “DRIP”) and to have such shares enrolled in the DRIP for all dividends.No securities regulatory authority has either approved or disapproved the contents of this press release. The Shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.FORWARD-LOOKING STATEMENTS
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 or words such as “may”, “could”, “will”, “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 from the sale of securities under the Final Base Shelf Prospectus and the completion of the Offering and the Private Placement, the filing of the Preliminary Base Shelf Prospectus and the prospectus supplement qualifying the Shares under the Offering, the closing of the Offering and the Private Placement, estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of facts. 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. These risks and uncertainties are described in section 18, “Risk Factors”, of the Corporation’s Management’s Discussion and Analysis for the first quarter ended March 28, 2020, which is available on the Corporation’s website at www.wsp.com/investors and under the Corporation’s profile on SEDAR at www.sedar.com.