WSP Global Inc (TSX: WSP) has raised about $345 million through a bought deal offering and a private placement. The latter involved a raise of approximately $144 million from existing shareholders the Canada Pension Plan Investment Board (CPPIB) and the Caisse de dépôt et placement du Québec. The proceeds of the two transactions will be used to help finance WSP’s purchase of MMM Group Ltd, a Canadian engineering consulting business, for $425 million. It was previously reported that the Caisse was investing in the acquisition. As a result of the private placement, CPPIB and the Caisse now hold about 17.8 percent and 18 percent, respectively, of Montréal-based WSP’s issued and outstanding shares.
WSP Closes $201 Million Public Offering and $144 Million Concurrent Private Placement of Common Shares
MONTREAL, QUEBEC–(Marketwired – Sept. 16, 2015) –
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 of the Corporation (the “Common Shares”) and private placement (the “Concurrent Private Placement”) of Common Shares (the “Placement Common Shares”) for aggregate gross proceeds of approximately $345 million.
Public Offering of Common Shares on a Bought Deal Basis
The Corporation issued 4,763,300 Common Shares, including the 621,300 Common Shares issued as a result of the exercise of the over-allotment option granted to the syndicate of underwriters (the “Underwriters”) co-led by CIBC, Raymond James and TD Securities, from treasury at a price of $42.25 per Common Share (the “Offer Price”) for aggregate gross proceeds of approximately $201 million.
Concurrent Private Placement of Common Shares
In addition, the Corporation issued 3,402,368 Placement Common Shares at a price of $42.25 per common share by way of a Concurrent Private Placement with Canada Pension Plan Investment Board (“CPPIB”) and the Caisse de dépôt et placement du Québec (“CDPQ”), for aggregate gross proceeds of approximately $144 million, which includes 443,788 Placement Common Shares issued pursuant to the exercise of the additional subscription option granted to each of CPPIB and CDPQ to purchase a number of additional Common Shares in connection with the exercise of the Underwriters’ over-allotment option. A total of 1,701,184 Common Shares were issued to each of CPPIB and CDPQ, which now beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 17,524,815 and 17,689,825 Common Shares respectively, representing approximately 17.8% and 18.0% of the issued and outstanding Common Shares.
USE OF PROCEEDS
WSP intends to use the net proceeds of the Offering and the Concurrent Private Placement, together with funds drawn under its current credit facilities, to fund a portion of the purchase price and related transaction costs payable in connection with the previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of MMM Group Limited (“MMM”) to be completed through a plan of arrangement. The Acquisition is expected to become effective in the fourth quarter of 2015, subject to customary closing conditions. Alternatively, in the event the Acquisition is not completed, the net proceeds from the Offering and the Concurrent Private Placement will be used to pay down amounts outstanding under WSP’s credit facilities and for general corporate purposes. The Corporation evaluates potential acquisitions on an ongoing basis and completes acquisitions from time to time as part of its strategy to grow its business. If the proposed Acquisition is not completed following the closing of the Offering and the closing of the Concurrent Private Placement and the Corporation ultimately proceeds with one or more other acquisitions, a portion of the net proceeds of the Offering and the Concurrent Private Placement may be used to finance the purchase price of such acquisitions and other related acquisition expenses. At the moment, WSP is not in a position to confirm whether any such potential acquisitions will be completed, or if completed, the terms and timing of such acquisitions.
As previously announced, the Corporation has declared a dividend of $0.375 per Common Share on August 5, 2015 that will be payable on or around October 15, 2015, to shareholders of record as of September 30, 2015. The holders of newly issued Common Shares under the Offering, as well as CPPIB and CDPQ, will be entitled to receive that previously declared dividend of $0.375 per common share that will be payable on or about October 15, 2015.
AVAILABILITY OF DOCUMENTS
Copies of related documents, such as final short form prospectus, underwriting agreement, subscription agreements and the marketing materials are available on SEDAR (www.sedar.com) as part of the public filings of WSP and on WSP’s website at www.wspgroup.com.
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 of the Offering and the Concurrent Private Placement,, WSP’s acquisition strategy, the completion of the Acquisition, and the expected closing date of the Acquisition .The forward-looking information is based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions concerning availability of capital resources, and the satisfaction of all conditions of closing of the Acquisition. Although the Corporation believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information since no assurance can be given that they will prove to be correct.Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, possible failure to possible failure to complete the Acquisition, increased indebtedness, availability of borrowing and, current economic environment.
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.
THIS 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. THE COMMON SHARES OF WSP WILL ONLY BE OFFERED IN CERTAIN PROVINCES OF CANADA BY MEANS OF THE PROSPECTUS REFERRED TO ABOVE. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. 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.
WSP, through its acquisition of Parsons Brinckerhoff, is one of the world’s leading professional services firms in its industry, working with governments, businesses, architects and planners and providing integrated solutions across many disciplines. The firm provides services to transform the built environment and restore the natural environment, and its expertise ranges from environmental remediation to urban planning, from engineering iconic buildings to designing sustainable transport networks, and from developing the energy sources of the future to enabling new ways of extracting essential resources. It has approximately 32,000 employees, including engineers, technicians, scientists, architects, planners, surveyors and environmental specialists, as well as other design, program and construction management professionals, based in approximately 500 offices, across 40 countries, on 5 continents. www.wspgroup.com
Chief Financial Officer
WSP Global Inc.
(514) 340-0046, ext. 5310
Vice President, Investor Relations
and Corporate Communications
WSP Global Inc.
(514) 340-0046, ext. 5648
Photo courtesy of MMM Group Ltd