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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 information
Certain 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 GENIVAR
GENIVAR, 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.com
SOURCE: GENIVAR INC.