NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN OR INTO 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.
MONTREAL, Aug. 19, 2024 (GLOBE NEWSWIRE) — WSP (TSX: WSP) (“WSP”, the “Corporation”, “we”, “us” or “our”), is pleased to announce that it has completed today its previously announced bought deal public offering (the “Offering”) of subscription receipts of the Corporation (the “Offering Subscription Receipts”) and private placement (the “Concurrent Private Placement”) of subscription receipts of the Corporation (the “Placement Subscription Receipts” and collectively with the Offering Subscription Receipts, the “Subscription Receipts”) for aggregate gross proceeds of approximately $1,150 million, including full exercise of the over-allotment option and the additional subscription options.
The Corporation issued 2,811,750 Offering Subscription Receipts, including 366,750 Offering Subscription Receipts issued as a result of the exercise of the over-allotment option granted to the syndicate of underwriters (the “Underwriters”) co-led by CIBC Capital Markets, National Bank Financial Inc. and RBC Capital Markets (the “Joint Bookrunners”) at a price of $204.50 (the “Offer Price”) per Offering Subscription Receipt for aggregate gross proceeds of approximately $575 million.
In addition, the Corporation issued 2,813,178 Placement Subscription Receipts at the Offer Price by way of a Concurrent Private Placement with (i) GIC Pte. Ltd. (“GIC”), (ii) Caisse de dépôt et placement du Québec (“CDPQ”), (iii) British Columbia Investment Management Corporation (“BCI”), and (iv) a Canadian wholly-owned subsidiary of Canada Pension Plan Investment Board (“CPP Investments” and collectively with GIC, CDPQ and BCI, the “Investors”) for aggregate gross proceeds to the Corporation of approximately $575.3 million, which includes 366,936 Placement Subscription Receipts issued pursuant to the exercise in full of the additional subscription options by each of the Investors. Assuming the issuance of the common shares of the Corporation (each, a “Common Share”) underlying the Placement Subscription Receipts and the Offering Subscription Receipts, (i) CDPQ will beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 20,585,727 Common Shares representing approximately 15.8% of the issued and outstanding Common Shares, and (ii) CPP Investments will beneficially own, or exercise control or direction over, directly or indirectly, an aggregate of 15,503,139 Common Shares representing approximately 11.9% of the issued and outstanding Common Shares.
WSP intends to use the net proceeds from the Offering and the Concurrent Private Placement to fund in part the purchase price payable in respect of its previously announced acquisition (the “Acquisition”) of POWER Engineers, Incorporated (“POWER”), and accordingly reduce amounts to be drawn on the closing of the Acquisition under the new fully committed term loans to be made available to the Corporation in connection with the closing of the Acquisition.
The net proceeds from the Offering and the gross proceeds from the Concurrent Private Placement will be held in escrow pending the completion of the Acquisition. If the Acquisition is completed on or prior to 11:59 pm (Eastern time) on August 12, 2025 (the “Outside Date”), such proceeds will be released to the Corporation, and each holder of Subscription Receipts will receive, without additional consideration and without further action, one Common Share for each Subscription Receipt held upon closing of the Acquisition together with, without duplication, an amount, if any, equal to the amount per Common Share of any dividends for which record dates have occurred during the period from the date of the closing of the Offering and the Concurrent Private Placement to the date immediately preceding the date of the closing of the Acquisition, less any applicable withholding taxes. If (i) the closing of the Acquisition does not occur on or prior to 11:59 pm (Eastern time) on the Outside Date; (ii) the Corporation advises the Joint Bookrunners or announces to the public that it does not intend to proceed with the Acquisition, or (iii) the transaction agreement is terminated in accordance with its terms (any such event, a “Termination Event” and the date on which the earliest Termination Event occurs, the “Termination Date”), the holders of Subscription Receipts will receive a cash payment equal to the Offer Price of the Subscription Receipts plus their pro rata share of the interest actually earned on the escrowed funds during the term of the escrow. The Underwriters’ fee of approximately $23 million, representing 4% of the aggregate gross proceeds of the Offering, was paid as to 50% on the closing of the Offering and 50% will be paid upon and subject to the closing of the Acquisition.
The Acquisition is expected to be completed in the early fourth quarter of 2024, subject to closing conditions including receipt of approval by the POWER shareholders and regulatory approval in the U.S.The Offering Subscription Receipts are expected to begin trading on the Toronto Stock Exchange (TSX) on Monday August 19, 2024, under the ticker symbol “WSP.R.”
No securities regulatory authority has either approved or disapproved the contents of this press release. The Offering Subscription Receipts have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. Accordingly, the Offering Subscription Receipts may not be offered or sold within the United States unless registered under the 1933 Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the 1933 Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the Offering Subscription Receipts in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT WSP
As one of the largest professional services firms in the world, WSP exists to future-proof our cities and our environment. It provides strategic advisory, engineering, and design services to clients seeking sustainable solutions in the transportation, infrastructure, environment, building, energy, water, and mining sectors. Its 69,300 trusted professionals are united by the common purpose of creating positive, long-lasting impacts on the communities it serves through a culture of innovation, integrity, and inclusion. In 2023, WSP reported $14.4 B (CAD) in revenue. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: WSP).
ABOUT GIC
GIC is a leading global investment firm established in 1981 to secure Singapore’s financial future. As the manager of Singapore’s foreign reserves, GIC takes a long-term, disciplined approach to investing and is uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital, and infrastructure. Its long-term approach, multi-asset capabilities, and global connectivity enable it to be an investor of choice. GIC seeks to add meaningful value to its investments. Headquartered in Singapore, GIC has a global talent force of over 2,300 people in 11 key financial cities and has investments in over 40 countries. For more information, please visit www.gic.com.sg or follow on LinkedIn.
ABOUT CDPQ
CDPQ invests constructively to generate sustainable returns over the long term. As a global investment group managing funds for public pension and insurance plans, CDPQ works alongside its partners to build enterprises that drive performance and progress. CDPQ is active in the major financial markets, private equity, infrastructure, real estate and private debt. As at June 30, 2024, CDPQ’s net assets totalled CAD $452 billion. For more information, visit cdpq.com, consult CDPQ’s LinkedIn or Instagram pages, or follow CDPQ on X. CDPQ is a registered trademark owned by Caisse de dépôt et placement du Québec and licensed for use by its subsidiaries.
ABOUT BCI
BCI is amongst the largest institutional investors in Canada, with C$250.4 billion in gross AUM as of March 31, 2024. Based in Victoria, British Columbia, with offices in Vancouver, New York, and London, U.K., BCI manages a portfolio of diversified public and private market investments on behalf of its 29 British Columbia public sector clients. With a global outlook, BCI integrates ESG factors into investment decisions and activities that convert savings into productive capital to meet clients’ risk and return requirements over time. Founded in 1999, BCI is a statutory corporation created by the Public Sector Pension Plans Act. For more information, visit BCI.ca or LinkedIn.
ABOUT CPP INVESTMENTS
CPP Investments™ is a professional investment management organization that manages the Fund in the best interest of the more than 22 million contributors and beneficiaries of the Canada Pension Plan. In order to build diversified portfolios of assets, investments are made around the world in public equities, private equities, real estate, infrastructure and fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Mumbai, New York City, San Francisco, São Paulo and Sydney, CPP Investments is governed and managed independently of the Canada Pension Plan and at arm’s length from governments. At June 30, 2024, the Fund totalled $646.8 billion. For more information, please visit www.cppinvestments.com or follow CPP Investments on LinkedIn, Instagram or on X @CPPInvestments.
FORWARD-LOOKING STATEMENTS
In addition to disclosure of historical information, WSP may make or provide statements or information in this press release that are not based on historical or current facts and which are considered to be forward-looking information or forward-looking statements (collectively, “forward-looking statements”) under Canadian securities laws. These forward-looking statements relate to future events or future performance and reflect the expectations of management of WSP (“Management”) regarding, without limitation, the growth, results of operations, performance and business prospects and opportunities of WSP or the trends affecting its industry.
This press release may contain “forward-looking statements” within the meaning of applicable Canadian securities legislation, including about the pending Acquisition by WSP of POWER, the expected use of proceeds of the Offering and the Concurrent Private Placement, the expected timing for the closing of the Acquisition, the new fully-committed term loans to be made available to the Corporation in connection with the Acquisition, and other statements that are not historical facts. Forward-looking statements can typically be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature. Such forward-looking statements reflect current beliefs of Management and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be 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. These risks and uncertainties are discussed in the “Risk Factors” section of WSP’s Management and Discussion Analysis for the financial year ended December 31, 2023 (the “Annual MD&A”), and WSP’s Management’s Discussion and Analysis for the second quarter and six-month period ended June 29, 2024 (the “Q2 MD&A”) and filed on SEDAR+ at www.sedarplus.ca, as well as other risks detailed from time to time in reports filed by the Corporation with securities regulators or securities commissions or other documents that the Corporation makes public, which may cause events or results to differ materially from the results expressed or implied in any forward-looking statement.
The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information contained herein is made as of the date of this press release, and the Corporation undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Alain Michaud
Chief Financial Officer
WSP Global Inc.
[email protected]
Phone: 438-843-7317
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