Shareholders of Montréal-based engineering services provider Genivar Inc. have approved the company’s re-organization plans, which include giving it a new name: WSP Global Inc. This rebranding, targeted for early 2014, follows the company’s merger with U.K.-based WSP Group PLC in 2012. Genivar, which is a portfolio company of the Caisse de dépôt et placement du Québec and Canada Pension Plan Investment Board, also said it aims to reach $2.3 billion in net revenues by the end of 2015.
GENIVAR Holds Annual and Special Meeting of Shareholders and Announces Highlights From 2013-2015 Strategic Plan
MONTREAL, QUEBEC–(May 23, 2013) – GENIVAR Inc. (TSX:GNV) (“GENIVAR” or the “Company”) held its Annual and Special Meeting of Shareholders today (the “Meeting”) at the McCord Museum in Montreal. A total of approximately 33,870,117 shares (approximately 65% of outstanding common shares) were represented in person or by proxy at the Meeting. As part of the formal proceedings, the Company’s shareholders (the “Shareholders”) approved the Plan of Arrangement proposing its reorganization (the “Arrangement”), elected the Board of Directors and approved the appointment of PricewaterhouseCoopers LLP as auditors of the Company. The Company also presented highlights of its 2013-2015 Strategic Plan.
The complete voting results from the meeting are as follows:
ELECTION OF DIRECTORS
The Board of Directors fixed to seven the number of directors of the Company (the “Directors”) to be elected at the Meeting. Each of the seven nominees listed in the Management Information Circular was elected as a Director of GENIVAR. All of the Nominee Directors were currently members of the Board of Directors, with the exception of Birgit Nørgaard, who was a new nominee.
Ms. Nørgaard is a professional board member with extensive experience in consulting and management. Ms. Nørgaard has held several board positions since 1994, and since 2010, she has been a full time director for various public and private entities, including companies in the engineering business.
“I would like to take this opportunity to officially welcome Birgit Nørgaard to our Board of Directors,” stated Christopher Cole, Executive Chairman of the Board of Directors. “I previously stated that the Board would progressively be aligned with our enlarged global group and we have carefully selected the person we believed would be the best candidate for this first Board change since the merger. Birgit brings a solid, in-depth international knowledge of our industry, as she has spent most of her career evolving through some of the strongest European consultancy firms. Having a well-respected industry leader such as Birgit joining our Board provides us with further strategic perspectives as we seek to move to the next phase of our growth.”
Nominee Votes For % For Votes Withheld % Withheld
Christopher Cole 33,205,726 98.16% 624,050 1.84%
Pierre Shoiry 33,793,671 99.89% 36,105 0.11%
Richard Bélanger 33,325,584 98.51% 504,192 1.49%
Pierre Seccareccia 31,946,576 94.43% 1,883,200 5.57%
Pierre Simard 32,174,665 95.11% 1,655,111 4.89%
Grant G. McCullagh 32,416,776 95.82% 1,413,000 4.18%
Birgit Nørgaard 33,798,530 99.91% 31,246 0.09%
APPOINTMENT OF AUDITORS
PricewaterhouseCoopers LLP, Chartered Professional Accountants, were appointed as auditors of GENIVAR until the close of the next annual general shareholders’ meeting, and the Directors were authorized to fix the remuneration of the auditors.
Votes For % For Votes Withheld % Withheld
33,376,531 98.54% 493,586 1.46%
PLAN OF ARRANGEMENT
As previously announced on April 17, 2013, the Company had proposed a reorganization whereby it will implement a global corporate structure to set strong foundations for its future growth. The proposed Arrangement is subject to various approvals, including Shareholders’ approval, and will be undertaken pursuant to a statutory plan of arrangement under Section 192 of the Canada Business Corporation Act.
During today’s Meeting, Shareholders voted in favour of the Arrangement. The Company expects, subject to receipt of required approvals, that the Arrangement will become effective on January 1, 2014, at which time the public entity, headquartered in Montreal, will become WSP Global Inc. The Board of Directors however retains discretion to implement the Arrangement at any time after the Final Order has been obtained but in any event prior to its 2014 Annual Shareholders Meeting, provided that GENIVAR issues a press release announcing the proposed effective date of the Arrangement at least 30 days prior to such effective date.
Votes For % For Votes Against % Against
33,802,777 99.92% 26,899 0.08%
Final voting results on all matters voted on at the Meeting held on May 23, 2013 will be published on the Company website (www.genivar.com) under “Investors” and filed on SEDAR (www.sedar.com).
HIGLIGHTS FROM GENIVAR’S 2013-2015 STRATEGIC PLAN
During the Meeting, Pierre Shoiry, President and Chief Executive Officer and Alexandre L’Heureux, Chief Financial Officer, presented the highlights of the Company’s 2013-2015 strategic plan, aimed at building the best local and global professional services consultancy to the built and national environment. This is a plan that should result in considerable shareholder value creation. Pierre Shoiry offered the following introductory remarks: “Our vision to 2015 is about building on our promise to continuously improve our service to our clients locally and internationally. It’s about re-doubling our efforts to attract, retain, develop, inspire and empower our talented team of people. It’s about embedding knowledge sharing and collaboration in our day-to-day activities, drawing on the diverse skills and capabilities of our excellent global workforce to compete on the world’s most important and complex projects.”
The main targets which were presented were the following:
The Company aims to:
•be the preferred employer in its industry
•increase employee head count to 20,000 by 2015
The Company aims to:
•be the first choice for all its clients, in its local, national and international markets
•maintain a diverse and balanced mix of private and public sector clients, as well as a diverse mix of projects of all size
•increase the number of key global clients, namely clients it serves in more than three countries, with the objective of generating 10% of its total revenues from these clients
The Company aims to reach $2.3 billion in net revenues by the end of 2015, which should include approximately $500 million in net revenues through the acquisition of complementary and like-minded firms, the balance being generated organically.
To support organic growth, the Company aims to:
•sell additional services to its existing clients
•develop new client relationships
•carry out strategic senior staff appointments
•partner with contractors and developers to develop P3 and alternative delivery projects
Organic growth will equal or exceed local gross domestic product (GDP) in all operating counties, with an emphasis on developing regions where the Company already has a presence and which have a significant growth potential. These geographies include China, India, the Middle East, South Africa, South East Asia, Colombia, Trinidad & Tobago and the Caribbean.
To support acquisition growth, the Company aims to:
•capitalize on countries where it already has a strong and well-established presence, such as Canada, the UK and Sweden
•focus on driving industrialized regions where it is established and has a good structure but a subscale presence, such as the U.S., Germany, Finland, Norway, France and Australia
•assess opportunities for expansions in new countries, such as Brazil or Peru
The Company will focus on the following strategies in its market segments:
•It will capitalize on its core markets, namely Property & Buildings; Municipal Infrastructure; Transportation and Environment and will leverage its worldwide top-tier position in the Property and Buildings segment
•It will further drive the Industrial and Mining markets, while developing the Renewable Power and Oil & Gas markets. It will further grow its project and program management services offering
“In addition to reaching $2.3 billion in net revenues through organic and acquisitive growth, we are also aiming to increase our EBITDA margins on our existing operations to between 11 % and 11.5 % by the end of 2015. Any 0.5 percentage point increase on EBITDA combined with our organic growth plan would have a significant impact on our results and free cash flows,” said Alexandre L’Heureux, Chief Financial Officer. “Our goal is to keep a fine balance between our growth objectives through accretive transactions and our desire to reward our shareholders with a healthy yield. Ideally, leverage in the range of 1.5x to 2.0x proforma EBIDTA, combined with our existing dividend policy, would be a very reasonable place to be for us and also for all our stakeholders,” he added.
PUTTING ETHICS AND GOVERNANCE AT THE FOREFRONT OF ITS ACTIVITIES
Ethical business practices and good corporate governance are important to the Company and its stakeholders. GENIVAR has therefore created a new Chief Ethics Officer position to ensure that all its employees adhere to the laws and regulations governing its activities worldwide.
Louis-Martin Richer – Chief Risk and Ethics Officer
GENIVAR announced that Louis-Martin Richer, previously Chief Risk Officer of the Company, was nominated to the role of Chief Risk and Ethics Officer during the first quarter of 2013. He is responsible for overseeing, developing and integrating ethics policies and procedures across the Company, with the objective of driving high ethical standards and compliance across the Company’s business. Mr. Richer’s extensive experience in risk management, and his background with GENIVAR and the industry, make him the ideal candidate to lead the ethics and risk team.
Mr. Richer joined GENIVAR in 2006 as Chief Legal Officer and was promoted to the position of Chief Risk Officer in 2011. During the last few years, he has been counseling the Company on contractual matters, insurance, professional liability and overall enterprise risk management strategies.
Prior to occupying such roles, he practiced as a litigator in several recognized Montreal law firms. His main areas of practice included professional liability, construction, insurance and class action litigation. Mr. Richer holds Bachelors of Law and Political Sciences and is a member of the Quebec Bar.
STRENGTHENING OF THE LEGAL TEAM
As it sets strong foundations for its future growth, GENIVAR has also strengthened its legal team, by making the following appointment:
Valéry Zamuner – Vice President, Legal Affairs and Corporate Secretary
Valéry Zamuner joined the Company as Vice President, Legal Affairs and Corporate Secretary. In her new role, Ms. Zamuner will hold overall responsibility for legal affairs and will focus, among other things, on aspects related to acquisitions, as well as on partnerships and other investments and financing. She will also be the Company’s corporate secretary.
Ms. Zamuner brings with her experience and expertise in corporate and commercial law in the areas of international and domestic mergers and acquisitions, securities, corporate finance and private investment funds. Prior to joining the company, Ms. Zamuner served as General Counsel and Corporate Secretary of Cap-Ex Iron Ore Ltd. and Mason Graphite Inc. Previously she was General Counsel, Vice President Legal Affairs and Corporate Secretary for Consolidated Thompson Iron Mines Ltd (CLM), and played a central role in negotiating and concluding the C$4.9B final sale of CLM to Cliffs Natural Resources Inc., one of the largest ever acquisitions of a North American iron ore company. Ms. Zamuner also held the position of Director and Legal Counsel at PSP Investments, a Canadian pension fund manager, where she was lead counsel on several high profile Canadian and International M&A and Private Equity fund transactions, working closely with the real estate, infrastructure and private equity business units. She began her career as a corporate and securities lawyer at the Montreal offices of Denton Canada LLP (formerly Fraser Milner Casgrain). Ms. Zamuner holds a Bachelor of Law degree from Laval University and an MBA from Concordia University, John Molson School of Business. She is a member of the Quebec Bar.
The Meeting was covered by an audio webcast, available on GENIVAR’s website in the Annual Meeting Section http://www.genivar.com/en/investors/AGM/Pages/default.aspx.
Certain information regarding GENIVAR contained herein may constitute forward-looking statements. Certain information contained herein regarding GENIVAR’s 2013-2015 are objectives of the Company and do not constitute forward-looking statements nor should be construed as future-oriented financial information, financial outlooks or guidance on the Company’s future performance. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. These statements relate to future events or future performance and reflect the expectations of Management regarding growth, results of operations, performance and business prospects and opportunities of the Company or its industry. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements reflect current beliefs of Management and are based on certain factors and assumptions. Although GENIVAR 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. GENIVAR’s forward-looking statements are expressly qualified in their entirety by this cautionary statement and by the complete version of the cautionary note regarding forward-looking statements as well as a description of the relevant assumptions and risk factors likely to affect GENIVAR’s actual or projected results which are included in the Management Discussion and Analysis for the fourth quarter and year ended December 31, 2012, 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 GENIVAR does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless expressly required by applicable securities laws.
The Company, through its combination with WSP, is one of the world’s leading professional services firms, 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 15,000 employees, mainly engineers, technicians, scientists and architects, as well as various environmental experts, based in more than 300 offices, across 35 countries, on every continent. www.genivar.com
For further information:
Chief Financial Officer
514-340-0046, ext. 5310
Director, Communications and Investor Relations
514-340-0046, ext. 5648
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