WSP Global Inc (TSX: WSP) has completed its previously announced purchase of Focus Group, a Calgary-based engineering and geomatics business serving the energy industry. The deal, valued at $366 million, was supported by an $86 million investment from WSP’s minority investors the Caisse de dépôt et placement du Québec and Canada Pension Plan Investment Board (CPPIB). Focus was sold by U.S. private equity firm KRG Capital Partners, which acquired the company in 2005. WSP has its headquarters in Montréal.
WSP Announces the Closing of the Focus Acquisition
MONTREAL, QUEBEC–(Marketwired – April 10, 2014) – WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has completed its previously announced acquisition of Focus Group Holding Inc. (“Focus”), through a plan of arrangement, pursuant to Section 288 of the Business Corporations Act (British Columbia) (the “Acquisition”). Focus, which has approximately 1,800 employees, is a well-established engineering and geomatics firm based in Alberta principally serving the oil and gas industry in Western Canada.
“I am delighted about this acquisition and the joining of forces of our two firms,” said Pierre Shoiry, President and Chief Executive Officer of WSP. “This coming together of two remarkable, like-minded organizations will make us stronger and increase our ability to deliver superior value to our clients, shareholders and employees by expanding and diversifying our portfolio of expertise, and will allow us to pursue our growth strategy.”
The purchase price payable in connection with the Acquisition was approximately $366 million, which was paid in cash. It was partially financed using the net proceeds from the Corporation’s previously closed $207 million bought deal offering of common shares which was completed through a syndicate of underwriters co-led by CIBC, Raymond James Ltd., BMO Capital Markets and National Bank Financial Inc., with CIBC and Raymond James Ltd. acting as joint book-runners. In addition, the Corporation completed an $86 million private placement of common shares with Canada Pension Plan Investment Board and the Caisse de dépôt et placement du Québec, its two largest shareholders.
All customary closing conditions, including court, shareholder and applicable regulatory approvals, were met.
CIBC acted as financial advisor to WSP in connection with the Acquisition. In addition, CIBC has provided, in connection with the Acquisition, a fairness opinion to the board of directors of WSP to the effect that, as of March 12, 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 are pleased that our shareholders have expressed overwhelming support for this acquisition,” said David Ackert, Chief Executive Officer of Focus. “As we join WSP, we will be able to provide additional value for our stakeholders through enhanced expertise and a wider network. On behalf of Focus’ Board and management, I want to thank our shareholders for their invaluable support throughout this process.”
Focus is a well-established engineering and geomatics firm based in Alberta principally serving the oil and gas industry throughout Western Canada. Since its inception in 1977, Focus has evolved to offer a comprehensive range of services and expertise and now offers a diversified platform across four divisions: facilities engineering, geomatics, pipeline and civil engineering. Focus also benefits from a deep experience in the Canadian energy industry, with expertise in upstream, oil sands, midstream, SAGD and liquefied natural gas export infrastructure development projects. Focus has approximately 1,800 employees located in 21 strategically placed locations across Western Canada and one in Eastern Canada. www.focus.ca
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, architects, planners, surveyors, other design professionals, as well as various environmental experts, based in more than 300 offices, across 30 countries, on 5 continents. www.wspgroup.com
President and CEO
WSP Global Inc.
(514) 340-0046, ext. 5104
Director, Communications and Investor Relations
WSP Global Inc.
(514) 340-0046, ext. 5648
Photo courtesy of Shutterstock