Mr. Bob Courteau reports

ALTUS GROUP TO BECOME ONE OF THE LARGEST PROPERTY TAX ADVISORS IN THE US THROUGH ACQUISITION OF SC&H GROUP'S STATE AND LOCAL TAX PRACTICE

Altus Group Ltd. intends to acquire SC&H Group Inc.'s state and local tax (SALT) consulting practice, a leading provider of specialized state and local tax and advisory services in the United States. The acquisition of SC&H's SALT practice will immediately increase the company's market share in U.S. property tax services, making it one of the largest property tax advisers in the U.S. and globally, best equipped to service large multinational clients with operations in Canada, the US and the United Kingdom.

Highlights:

• Immediately expands market share and geographic reach in the U.S., expanding Altus Group as one of the largest property tax advisers globally;
• Strengthens expertise with approximately 93 additional professionals, adding significant state-specific domain specialty;
• Strengthens property tax offerings with complementary and new business lines;
• Diversifies client base across wide spectrum of industry sectors, adding to growing list of Fortune 500 clients;
• Immediately financially accretive to adjusted earnings per share (EPS).

"The acquisition of SC&H Group's state and local tax consultancy complements our strategy of expanding our property tax services in the U.S. market, which we believe represents a compelling opportunity for growth, and allows us to better serve our large multinational, cross-border clients," said Bob Courteau, chief executive officer of Altus Group. "The added scale in the U.S. positions us as one of the largest property tax advisers globally and enhances our global leadership with expertise to serve clients in Canada, the U.S. and the U.K."

The SC&H SALT practice comprises approximately 93 experienced professionals specializing in six different areas of state and local tax and advisory services, offering solutions that enable clients to proactively manage their tax liabilities, recover overpayments, address exposure risks and implement strategies that deliver meaningful benefits. With employees in Maryland, Virginia, Georgia, Arizona, Colorado, North Carolina, Pennsylvania and Florida, SC&H's SALT consultancy will broaden Altus Group's geographical reach in the U.S., especially in the eastern part of the country. Additionally, the acquisition will add three new business lines to Altus Group's real estate and personal property tax offering, including location and incentive strategies, transaction tax, and unclaimed property consulting. With over 20 years of operations, SC&H's SALT practice has gained substantial market share in the U.S. property tax market, serving leading companies across different business sectors and including more than 100 Fortune 500 companies. The addition of SC&H's SALT employees will more than double Altus Group's U.S. tax team to approximately 165 employees.

"We are very pleased to welcome SC&H Group's state and local tax practice, whose exceptional track record and unparalleled reputation in the industry is a perfect fit for our global property tax strategy," said Jim Derbyshire, global president of Altus Group's property tax and business rates business unit. "More importantly, in a business where people are our greatest assets, we're extremely pleased to have strengthened our team with some of the industry's most talented state and local experts. Their expertise in the U.S. market is second to none, which will significantly enhance our capabilities in the U.S. market."

"Joining Altus Group represents an exciting opportunity to accelerate our strategic growth initiatives, which we believe will prove to be beneficial for both our employees and clients," added Todd Workman, managing partner at SC&H state and local tax. "Altus Group's global scale, complementary advisory services, and innovative software and data solutions will enhance our offerings to our valued clients."

The acquisition is valued at approximately $38-million (U.S.) and will be financed through a combination of cash, bank debt and equity. It is expected to be immediately accretive to adjusted earnings per share. In 2014, SC&H SALT's annual revenues are estimated to be approximately $22-million (U.S.) and normalized earnings before interest, taxes, depreciation and amortization are approximately $6-million (U.S.), representing EBITDA margins of approximately 27 per cent.

The closing of this acquisition is subject to certain customary conditions, including the satisfactory completion of due diligence, the execution of definitive documents and receipt of all necessary regulatory approvals. Subject to the fulfilment of these conditions, the transaction is expected to close on or about Dec. 1, 2014. There can be no assurances that the transaction will be completed or completed on the terms described herein.

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