Montréal-based professional services consultant WSP Global Inc (TSX:WSP) has completed bought-deal and private placement common share financings totaling $293 million. WSP’s current minority investors the Caisse de dépôt et placement du Québec and Canada Pension Plan Investment Board (CPPIB) accounted for approximately $86 million of the raise. The company said that the total proceeds, together with the funds drawn under an existing credit facility, will be used for its planned $366 million acquisition of Focus Group. The Calgary-based Focus is being sold by U.S. private equity firm KRG Capital Partners.
WSP Closes $207 Million Public Offering and $86 Million Concurrent Private Placement of Common Shares
MONTREAL, QUEBEC–(Marketwired – March 31, 2014)
WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that it has completed today its previously announced bought-deal and private placement common share financings for aggregate gross proceeds of approximately $293 million.
The Corporation issued 6,132,950 common shares, including the 799,950 common shares issued as a result of the exercise of the over-allotment option granted to the underwriters from treasury at a price of $33.75 per common share, on a bought-deal basis, for aggregate gross proceeds of $206,987,063, 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 (the “Offering”). In addition, the Corporation issued 2,547,750 common shares from treasury at a price of $33.75 per common share by way of a private placement with Canada Pension Plan Investment Board (“CPPIB”) and the Caisse de dépôt et placement du Québec (the “Caisse”), for aggregate gross proceeds of $85,986,563 (the “Concurrent Private Placement”). A total of 1,185,000 and 1,362,750 common shares were issued to CPPIB and the Caisse, respectively.
WSP intends to use the proceeds of the Offering and the Concurrent Private Placement, together with the funds drawn under an existing credit facility, 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 Focus Group Holding Inc. to be completed through a plan of arrangement. The Acquisition is expected to become effective on or about April 15, 2014, 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 the Corporation’s existing credit facility and for general corporate purposes. WSP intends to make acquisitions from time to time as part of its strategy to grow its business. The Corporation is currently in the process of evaluating several potential acquisitions but has not entered into any definitive agreements with respect to such acquisitions. If the proposed Acquisition is not completed and the Corporation ultimately proceeds with another acquisition, a portion of the net proceeds of the Offering and the Concurrent Private Placement may be used for the purposes of financing the purchase price of such acquisition.
The holders of newly issued common shares under the Offering, as well as CPPIB and the Caisse, will be entitled to receive the previously declared dividend of $0.375 per common share that will be payable on or about April 15, 2014.
Legal advice is being provided to WSP by Stikeman Elliott L.L.P. and to the underwriters by Fasken Martineau DuMoulin L.L.P. CPPIB and the Caisse are being represented by Blake, Cassels & Graydon L.L.P. and Lavery, de Billy L.L.P., respectively.
Availability of Documents
Copies of related documents, such as the final prospectus, the underwriting agreement, the subscription agreements and the arrangement agreement regarding the Acquisition are available on SEDAR’s website at www.sedar.com, as part of the public filings of WSP and on WSP’s website at www.wspgroup.com.
Certain information regarding WSP contained herein may constitute forward-looking statements. Forward-looking statements may include statements with respect to, among other things, the use of proceeds from the Offering or the Concurrent Private Placement, the consummation of the Acquisition and the timing thereof, estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although WSP 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. WSP’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and WSP 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.
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 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 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
Chief Financial Officer
WSP Global Inc.
(514) 340-0046 x.5310
Director, Communications and Investor Relations
WSP Global Inc.
(514) 340-0046 x.5648
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