WSP Announces Approval by Golder Shareholders of the Acquisition by WSP and the Closing of $310 Million Private Placements of Subscription Receipts
MONTREAL, Jan. 14, 2021 (GLOBE NEWSWIRE) — WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that at the special meeting (the “Special Meeting”) of the shareholders of Enterra Holdings Ltd., the holding company of Golder Associates (“Golder”), held on January 13, 2021, the plan of arrangement under Section 130 of the Companies Act (Nova Scotia) provided in the arrangement agreement dated December 2, 2020 (the “Arrangement Agreement”) pursuant to which the previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of Golder is expected to be completed, was approved by approximately 99.3% of the votes cast by Golder shareholders, voting as a single class at the Special Meeting. Golder shareholders representing approximately 95.1% of the votes entitled to be cast at the Special Meeting voted, either in person or by proxy.
The Acquisition remains subject to certain customary closing conditions, including receipt of Court approval and applicable regulatory approvals. The Acquisition is expected to be completed in the first half of the second quarter of 2021.CLOSING OF PRIVATE PLACEMENTSWSP is also pleased to announce that it has closed today its previously announced private placement subscription receipt financings.The Corporation issued an aggregate of 3,333,898 subscription receipts (the “Subscription Receipts”) from treasury at a price of C$92.98 per Subscription Receipt by way of a private placement to each of GIC Pte. Ltd. (“GIC”) and British Columbia Investment Management Corporation (“BCI”), for aggregate gross proceeds of approximately C$310 million (the “Private Placements”).WSP will use the proceeds of the Private Placements, together with funds to be obtained from previously announced new credit facilities, to fund a portion of the purchase price and related transaction costs payable in connection with the Acquisition.The gross proceeds from the Private Placements will be held in escrow pending the completion of the Acquisition. Upon completion of the Acquisition, the escrowed funds and the interest earned thereon will be released to WSP, and each of GIC and BCI will receive, from or on behalf of WSP on the closing of the Acquisition, without payment of additional consideration or further action, one common share of WSP (a “Common Share”) for each Subscription Receipt held, plus an amount per Common Share equal to any dividend payable by WSP on the Common Shares between the date of issuance of the Subscription Receipts and the closing of the Acquisition. If the closing of the Acquisition does not occur on or prior to 5:00 p.m. (Montreal Time) on May 31, 2021 (as such date may be extended pursuant to the Arrangement Agreement), the Arrangement Agreement is terminated in accordance with its terms prior to such time for any reason or WSP announces to the public that it does not intend to proceed with the Acquisition, the holders of Subscription Receipts will be entitled to have the full purchase price of the Subscription Receipts returned, plus their pro rata share of the interest earned on the escrowed funds during the term of the escrow, less applicable withholding taxes.AVAILABILITY OF DOCUMENTSCopies of related documents, such as the subscription agreements, the subscription receipt agreements and the Arrangement Agreement regarding the Acquisition are available under WSP’s profile on SEDAR at www.sedar.com, and on WSP’s website at www.wsp.com.ABOUT WSPAs one of the world’s leading professional services firms, WSP provides engineering and design services to clients in the Transportation & Infrastructure, Property & Buildings, Environment, Power & Energy, Resources and Industry sectors, as well as offering strategic advisory services. WSP’s global experts include engineers, advisors, technicians, scientists, architects, planners, environmental specialists and surveyors, in addition to other design, program and construction management professionals. Our talented people are well positioned to deliver successful and sustainable projects, wherever clients need us. For more information about WSP, please visit www.wsp.com.ABOUT GOLDERFounded in 1960 and headquartered in Mississauga, Ontario, Golder is a private, employee-owned engineering and consulting firm with 60 years of experience in the geo-sciences sector; an engineering niche focused on earth and environmental conditions. Golder provides engineering, remediation, regulatory & compliance, design and environmental services to clients in the mining, manufacturing, oil & gas, power and infrastructure industries. Golder operates in 155 offices with approximately 7,000 employees across more than 30 countries globally.ABOUT GICGIC is a leading global investment firm established in 1981 to manage Singapore’s foreign reserves. A disciplined long-term value investor, GIC is uniquely positioned for investments across a wide range of asset classes, including equities, fixed income, private equity, real estate and infrastructure. GIC invests through funds and directly in companies, partnering with its fund managers and management teams to help world-class businesses achieve their objectives. GIC has investments in over 40 countries and has been investing in emerging markets for more than two decades. Headquartered in Singapore, GIC employs over 1,700 people across 10 offices in key financial cities worldwide. For more information about GIC, please visit www.gic.com.sg.ABOUT BCIWith C$171.3 billion of assets under management as of March 31, 2020, British Columbia Investment Management Corporation (BCI) is one of Canada’s largest institutional investors. Based in Victoria, British Columbia, BCI is a long-term investor that invests across a range of asset classes: fixed income; public equities; private equity; infrastructure; renewable resources; real estate; and commercial mortgages. BCI’s clients include public sector pension plans, insurance, and special purpose funds. For more information about BCI, please visit www.bci.ca.FORWARD-LOOKING STATEMENTSThis press release contains information or statements that are or may be “forward-looking statements” within the meaning of applicable Canadian securities laws. When used in this press release release, the words “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature as they relate to the Corporation, an affiliate of the Corporation or the combined firm following the Acquisition, are intended to identify forward-looking statements. Forward-looking statements in this news release include, without limitation, those information and statements related to the Acquisition, the Private Placements, the underwritten bank financing, the use of proceeds of the Private Placements and the underwritten bank financing, the expected timing of completion and benefits of the Acquisition and the conditions precedent to the closing of the Acquisition. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be 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, including risks and uncertainties relating to the following: the possible failure to realize anticipated benefits of the Acquisition, the integration of Golder’s business, the loss of certain key personnel of Golder, the possible failure to achieve the anticipated synergies, the failure to close the Acquisition or change in the terms of the Acquisition, failure to obtain Court approval, failure to obtain the regulatory approvals in a timely manner, or at all, increased indebtedness, transitional risk, the fact that WSP does not currently own Golder, potential undisclosed costs or liabilities associated with the Acquisition, the absence of a financing condition in the Arrangement Agreement, the reliance on information provided by Golder, change of control and other similar provisions and fees, the nature of acquisitions, the exchange rate on the closing date of the Acquisition, the fact that the combined firm will continue to face the same risks that the Corporation currently faces, potential litigation and other factors discussed or referred to in the “Risk Factors” section of WSP’s Management’s Discussion and Analysis for the year ended December 31, 2019, and WSP’s Management’s Discussion and Analysis for the third quarter and nine-month period ended September 26, 2020 (together, the “MD&As”), which are available under WSP’s profile on SEDAR at www.sedar.com. The foregoing list is not exhaustive and other unknown or unpredictable factors could also have a material adverse effect on the performance or results of WSP or Golder. WSP’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. For additional information on this 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, reference is made to the MD&As, 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 except as required under applicable securities laws, WSP does not undertake to update or revise these forward-looking statements, whether written or verbal, that may be made from time to time by itself or on its behalf, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by these cautionary statements.NO OFFER OR SOLICITATIONTHIS 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 WSP, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE OR SUBSCRIPTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE US 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.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.FOR ADDITIONAL INFORMATION, PLEASE CONTACT:Alain Michaud
Chief Financial Officer
WSP Global Inc.