GIC, BCI to help fund WSP Global’s buy of Golder Associates

WSP Global, a Montreal-based provider of engineering and design services, has agreed to acquire the holding company of Golder Associates, a Toronto-based environmental consulting business.

WSP Global, a Montreal-based provider of engineering and design services, has agreed to acquire the holding company of Golder Associates, a Toronto-based environmental consulting business. The deal, expected to close in Q2 2021, has a consideration of US$1.14 billion (C$1.5 billion). GIC and British Columbia Investment Management Corp will provide C$310 million in support of the acquisition.

PRESS RELEASE

MONTREAL, Dec. 03, 2020 (GLOBE NEWSWIRE) — WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has reached another significant milestone of its journey by entering into an arrangement agreement (the “Arrangement Agreement”) providing for the acquisition (the “Acquisition”) of all of the issued and outstanding shares of Enterra Holdings Ltd., the holding company of Golder Associates (“Golder”). Under the terms of the Arrangement Agreement, WSP will acquire Golder for an aggregate cash consideration of US$1.14 billion (approximately C$1.5 billion) (the “Purchase Price”) representing 10.4x Golder’s 2020 pre-IFRS 16 adjusted EBITDA or 8.4x post-synergies(2,4).

“Together we will create the leading Global Environmental Consulting Firm with approximately 14,000 of our 54,000 professionals dedicated to accelerating the world’s green transition. The combination ideally positions WSP to capitalize on the rapidly growing ESG trends driving demand for environmental services and sustainable infrastructure development”, commented Alexandre L’Heureux, President and Chief Executive Officer of WSP. “WSP looks forward to welcoming Golder’s employees and joining forces with such a well-respected environmental consulting brand. Golder is a global leader in earth sciences and environmental services. This acquisition directly contributes to the realization of the goals we laid out in our 2019-2021 Global Strategic Plan and is expected to contribute to both strategic growth and value creation for many years to come. Furthermore, the strategic relationships with GIC and BCI mark another important milestone for WSP to actively continue our acquisition strategy”, he added.

Also commenting on the Acquisition, Dr. Hisham Mahmoud, Global President and Chief Executive Officer of Golder said, “Over the last 60 years, Golder has been on a journey where we have built one of the most successful and respected brands in the industry. Combining Golder’s industry-leading expertise with WSP’s impressive world-class platform and highly complementary services will provide long-term benefits for our people and help create greater value for our clients. This view is echoed and confirmed by the overwhelming support of our Partners for the transaction. I believe that the compatible cultures and values of WSP and Golder will facilitate a successful integration.”

FINANCIAL HIGHLIGHTS
Acquisition of Golder for an enterprise value of US$1.14B (approx. CAD$ 1.5B) representing 10.4x Golder’s 2020 pre-IFRS 16 adjusted EBITDA or 8.4x post-synergies(2,4).Immediately accretive(2) to WSP’s adjusted earnings per share(3), with accretion(2) increasing to the mid-teens once synergies are fully realized(4).
Annual cost synergies of approximately $35 million expected to be achieved over a 24-month period with 50% to be realized within the first twelve months after the closing date. Costs required to realize such annual cost synergies estimated not to exceed $35 million in the aggregate(4).

Private placements of C$310 million of subscription receipts (at a price of $92.98 per subscription receipt) supported by a C$260 million investment by GIC Private Limited (“GIC”), one of the world’s largest sovereign wealth funds, with an established global network, and a C$50 million investment by British Columbia Investment Management Corporation (“BCI”), one of Canada’s largest institutional investors with a global portfolio of more than C$170 billion.

Remaining portion of the acquisition funded from a new US$960 million (approximately C$1.2 billion) underwritten bank financing, expected to result in an estimated 1.3x pro forma net debt to adjusted EBITDA ratio(2,4) upon closing, remaining within WSP’s targeted leverage range of 1.0x to 2.0x.
Acquisition expected to be completed in the first half of the second quarter of 2021.
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(1) Per Environmental Business International, Inc. Environmental Industry Study.
(2) Non-IFRS measures. These measures are defined in the “Non-IFRS measures” disclaimer below.
(3) Non-IFRS measures. These measures are defined in section 19, “Glossary of non-IFRS measures and segment reporting measures” of the Corporation’s Management’s Discussion & Analysis for the third quarter and nine-month period ended September 26, 2020. Please refer to “Non-IFRS measures” disclaimer below.
(4) Forward looking statements. Please refer to the “forward-looking statements” disclaimer below.

ACQUISITION FINANCING
The Acquisition and other related transaction costs are to be funded by C$310 million private placements (the “Private Placements”) of subscription receipts to two new global long-term investors and a new US$960 million (approximately C$1.2 billion) fully committed bank financing with up to a 4-year tenor. Canadian Imperial Bank of Commerce and National Bank of Canada are acting as joint bookrunners with respect to the bank financing. The subscription receipts will be issued at a price of C$92.98 and will convert automatically into common shares of WSP upon closing of the Acquisition.

Arjun Khullar, Head of GIC’s Integrated Strategies Group, shared, “GIC is thrilled to partner with WSP, a true market leader with a strong management team and robust track record of creating value for all of its stakeholders. As a long-term investor, we firmly believe in the strategic merits of this transaction and are confident the sector will continue to flourish as businesses increasingly look to improve their sustainability practices. We look forward to future opportunities to expand our relationship with WSP as it continues to pursue its strategic ambitions.”

“We are impressed with WSP’s world class global and environmental advisory platform and look forward to supporting its expansion”, said Jean-René Adam, Vice President, Active Portfolio Management, Public Markets, BCI. “This is a strong company for our clients’ public markets portfolio and is aligned with our strategy for seeking value-add opportunities from ESG.”

CONDITIONS TO THE ACQUISITION
The Acquisition, which is expected to be completed through a plan of arrangement, remains subject to certain customary closing conditions, including (i) Court approval, (ii) shareholder approval by not less than 75% of the votes cast by shareholders, voting as a single class, at a special meeting of Golder shareholders, and (iii) applicable regulatory approvals. The special meeting of the Golder shareholders to consider and vote on the Acquisition is expected to be held on or about January 13, 2021 (the “Special Meeting”). The Acquisition is expected to be completed in the first half of the second quarter of 2021 (the “Acquisition Closing Date”).

Approximately 99% of Golder’s Partners in conjunction with Golder Employee shareholder Trust, which hold together approximately 82.8% of all Golder shares outstanding, have entered into voting and support agreements with WSP to vote in favour of and support the Acquisition.

The Arrangement Agreement provides for a customary non-solicitation covenant on the part of Golder, which is subject to customary “fiduciary out” provisions in effect before the Special Meeting and a right in favour of WSP to match any superior proposal. WSP will receive a termination fee of US$25 million should Golder support any superior proposal.

FINANCIAL AND LEGAL ADVISORS
National Bank Financial Inc. is acting as sole financial advisor to WSP on the Acquisition. Legal advice is being provided to WSP by Stikeman Elliott LLP, Hogan Lovells US LLP in the United States and Stewart McKelvey in Nova Scotia. Legal advice is being provided to Golder by Osler, Hoskin & Harcout LLP, and Cox & Palmer LLPin Nova Scotia.

ABOUT WSP
As one of the world’s leading professional services firms, WSP provides engineering and design services to clients in the Transportation & Infrastructure, Property & Buildings, Environment, Power & Energy, Resources and Industry sectors, as well as offering strategic advisory services. WSP’s global experts include engineers, advisors, technicians, scientists, architects, planners, environmental specialists and surveyors, in addition to other design, program and construction management professionals. Our talented people are well positioned to deliver successful and sustainable projects, wherever clients need us. For more information about WSP, please visit wsp.com.

ABOUT GOLDER
Founded in 1960 and headquartered in Mississauga, Ontario, Golder is a private, employee-owned engineering and consulting firm with 60 years of experience in the geo-sciences sector; an engineering niche focused on earth and environmental conditions. Golder provides engineering, remediation, regulatory & compliance, design and environmental services to clients in the mining, manufacturing, oil & gas, power and infrastructure industries. Golder operates in 155 offices with approximately 7,000 employees across more than 30 countries globally.

ABOUT GIC
GIC is a leading global investment firm established in 1981 to manage Singapore’s foreign reserves. A disciplined long-term value investor, GIC is uniquely positioned for investments across a wide range of asset classes, including equities, fixed income, private equity, real estate and infrastructure. GIC invests through funds and directly in companies, partnering with its fund managers and management teams to help world-class businesses achieve their objectives. GIC has investments in over 40 countries and has been investing in emerging markets for more than two decades. Headquartered in Singapore, GIC employs over 1,700 people across 10 offices in key financial cities worldwide. For more information about GIC, please visit www.gic.com.sg

ABOUT BCI
With C$171.3 billion of assets under management as of March 31, 2020, British Columbia Investment Management Corporation (BCI) is one of Canada’s largest institutional investors. Based in Victoria, British Columbia, BCI is a long-term investor that invests across a range of asset classes: fixed income; public equities; private equity; infrastructure; renewable resources; real estate; and commercial mortgages. BCI’s clients include public sector pension plans, insurance, and special purpose funds. For more information about BCI, please visit www.bci.ca