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Enter Symbol
or Name
USA
CA



WSP Global Inc
Symbol WSP
Shares Issued 88,464,083
Close 2014-10-30 C$ 33.78
Market Cap C$ 2,988,316,724
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WSP Global completes Parsons Brinckerhoff acquisition

2014-10-31 09:13 ET - News Release

Mr. Pierre Shoiry reports

WSP COMPLETES THE PREVIOUSLY ANNOUNCED ACQUISITION OF PARSONS BRINCKERHOFF

WSP Global Inc. has completed the previously announced acquisition of all of the issued and outstanding capital stock of the entities comprising the business of Parsons Brinckerhoff Group Inc., the professional services division of Balfour Beatty PLC.

"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 $1,310.2-million (U.S.) purchase price in connection with the acquisition, which was paid in cash, included preliminary working capital adjustments and cash retained by Parsons Brinckerhoff of $85.5-million (U.S.), 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 overallotment option; the $400-million private placement of subscription receipts with Canada Pension Plan Investment Board (CPPIB) and the Caisse de depot et placement du Quebec, as well as from its new credit facilities.

Each subscription receipt will be exchanged for one common share in the capital of the corporation for no additional consideration. Holders of subscription receipts will also be entitled to receive a cash amount of 37.5 cents for each subscription receipt, less any applicable withholding taxes, representing the amount of the dividend paid by the corporation on each common share on Oct. 15, 2014, or common shares, in lieu of such cash amount, in the event they have elected to participate in the dividend reinvestment plan of WSP. 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 per cent and 17.5 per cent, 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 advisers 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 Sept. 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.

We seek Safe Harbor.

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