The Globe and Mail

Go to the Globe and Mail homepage

Jump to main navigationJump to main content

Globe Investor

News Sources

Take control of your investments with the latest investing news and analysis

Press release from CNW Group

GENIVAR completes the previously announced transaction with WSP Group PLC

Wednesday, August 01, 2012

GENIVAR completes the previously announced transaction with WSP Group PLC08:32 EDT Wednesday, August 01, 2012NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.MONTREAL, Aug. 1, 2012 /CNW Telbec/ - GENIVAR Inc. (TSX:GNV) ("GENIVAR" or the "Corporation") is pleased to announce that it has completed its previously announced acquisition of WSP Group PLC ("WSP"), a multi-disciplinary professional services consultancy based in London, U.K., pursuant to a scheme of arrangement (the "Scheme") under Part 26 of the U.K. Companies Act 2006 (the "Transaction"). WSP specializes in Building, Transport & Infrastructure, Management & Industrial and Energy & Environment and provides a full range of services from planning to design, delivery and asset management."I am delighted about this transformational moment in the history of our respective firms," said Pierre Shoiry, President and Chief Executive Officer of the new combined entity.  "This combination 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 allow us to pursue our growth strategy.  Together, we are a world-class leader with an exciting future, focused on offering the latest thinking and best client service both globally and locally, whatever the challenge."As previously announced, on July 31, 2012, the High Court of Justice in England and Wales (the "Court") sanctioned the Scheme and confirmed the related capital reduction of WSP to effect the Transaction. The Scheme and capital reduction became effective today upon delivery of the order issued by the Court and the statement of capital approved by the Court to the U.K. Registrar of Companies. The shares of WSP will be delisted from the London Stock Exchange at 8:00 a.m. (London Time) on August 2, 2012.The purchase price payable in connection with the Transaction was approximately $442 million, which was paid in cash. The purchase price was financed using the net proceeds from the Corporation's previously announced $225 million public bought deal offering of subscription receipts completed through a syndicate of underwriters co-led by CIBC, BMO Capital Markets, National Bank Financial and Barclays; a $197 million concurrent private placement of subscription receipts with Canada Pension Plan Investment Board ("CPPIB") and the Caisse de dépôt et placement du Québec (the "Caisse"); as well as from a new credit facility.Each subscription receipt will be exchanged for one common share in the capital of the Corporation (each, a "Common Share") for no additional consideration and without further action by the holders of subscription receipts. Holders of subscription receipts are also entitled to receive a cash amount for each subscription receipt equivalent to the dividend paid by the Corporation on each Common Share on July 16, 2012, or Common Shares, in lieu of such cash amount, in the event they have elected to participate in the dividend reinvestment plan of GENIVAR (the "Plan").CPPIB and the Caisse will beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 7,491,787 and 7,483,953 Common Shares, respectively, representing approximately 14.76% and 14.75%, respectively, of the issued and outstanding Common Shares.  As a result of the closing of the Transaction and taking the Plan into consideration, there will be 50,751,899 Common Shares issued and outstanding.With the closing of the Transaction, trading in the subscription receipts of GENIVAR will be halted and remain halted until the close of business today, at which time the subscription receipts will be delisted. Trading of the underlying Common Shares will begin at the opening of the market today.Effective as of August 7, 2012, Christopher Cole, the Chief Executive of WSP, will become Executive Chairman of the Board of Directors of GENIVAR, while the current Chairman of the Board, Richard Bélanger, will become the Lead Director.Commenting on the Transaction, Mr. Cole said "I am honored to be chairing this new Corporation, born from two complementary organizations with aligned strategic ambitions, a shared entrepreneurial spirit and a resolute focus on clients.  As we continue our existing mutually successful activities and embark upon this new journey, I will bring to the Corporation my experience of building a global consultancy and we will spare no effort to deliver long-term value to our shareholders."In line with GENIVAR's internal policy not to have more than two executive officers of the Corporation sitting on the Board of Directors, Marc Rivard will resign from his position as director effective as of August 7, 2012.Until operational and financial integration is completed, both firms will continue to operate under their respective brand.Forward-looking informationCertain information regarding GENIVAR contained herein may constitute forward-looking statements. Forward-looking statements may include statements with respect to, among other things, the Transaction, estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. 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. 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.ABOUT GENIVARGENIVAR, 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 14,500 employees, mainly engineers, technicians, scientists and architects, as well as various environmental experts, based in more than 30 countries on all continents.  www.genivar.comSOURCE: GENIVAR INC.For further information: GENIVAR INC. Alexandre L'Heureux Chief Financial Officer GENIVAR Inc. Phone: (514) 343-0773 x. 5310 Isabelle Adjahi Director, Communications and Investor Relations GENIVAR Inc. Phone: (514) 343-0773 x. 5648