WSP Closes $502 Million Public Offering and $70 Million Concurrent Private Placement of Common Shares
MONTREAL, June 17, 2020 (GLOBE NEWSWIRE) — WSP Global Inc. (TSX: WSP) (“WSP” or the “Corporation”) is pleased to announce that it has completed today its previously announced bought deal public offering (the “Offering”) of common shares (the “Common Shares”) of the Corporation (the “Offering Common Shares”) and private placement (the “Concurrent Private Placement”) of Common Shares (the “Placement Common Shares”) for aggregate gross proceeds of approximately $572 million.
The Corporation issued from treasury 5,842,000 Offering Common Shares, including the 762,000 Offering Common Shares issued as a result of the full exercise of the over-allotment option granted to the syndicate of underwriters co-led by CIBC Capital Markets, National Bank Financial Inc. and TD Securities Inc. at a price of $86.00 per Offering Common Share, for aggregate gross proceeds of approximately $502 million.In addition, the Corporation issued an aggregate of 817,200 Placement Common Shares, at a price of $86.00 per Placement Common Share, through the Concurrent Private Placement with Caisse de dépôt et placement du Québec (“CDPQ”) and a subsidiary of Canada Pension Plan Investment Board (“CPP Investments”), for aggregate gross proceeds of approximately $70 million, which includes 76,200 Placement Common Shares issued pursuant to the exercise by CDPQ of its additional subscription option in connection with the exercise of the underwriters’ over-allotment option. CDPQ now beneficially owns, exercises control or direction over, directly or indirectly, an aggregate of 20,769,048 Common Shares, representing 18.4% of the issued and outstanding Common Shares, and CPP Investments now beneficially owns, exercises control or direction over, directly or indirectly, an aggregate of 21,344,068 Common Shares, representing 18.9% of the issued and outstanding Common Shares. Both CDPQ and CPP Investments have undertaken to have all of the Common Shares held by them (including the Placement Common Shares) participate in the Corporation’s dividend reinvestment plan (the “DRIP”) and to have such Common Shares enrolled in the DRIP for all dividends for which the record date is on or before June 30, 2021.WSP intends to use the net proceeds of the Offering and the Concurrent Private Placement for general corporate purposes as well as to fund future acquisition opportunities. Pending such use, WSP intends to repay indebtedness outstanding under its credit facilities, which may be withdrawn again as opportunities arise.Copies of documents relating to the Offering and the Concurrent Private Placement, such as the short form base shelf prospectus of the Corporation, the prospectus supplement of the Corporation qualifying the distribution of the Offering Common Shares and the subscription agreements in respect of the Concurrent Private Placement are available under WSP’s profile on SEDAR at www.sedar.com.No securities regulatory authority has either approved or disapproved the contents of this press release. The Offering Common Shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the Offering Common 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 Offering Common 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 Offering and the Concurrent Private Placement, and 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.The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information contained herein is made as of the date of this press release, and the Corporation undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.ABOUT WSP
As 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. wsp.com.Not for distribution to U.S. Newswire services or for dissemination in the United StatesFOR ADDITIONAL INFORMATION, PLEASE CONTACT:Alain MichaudChief Financial Officer
WSP Global Inc.