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Recommended Merger of GENIVAR Inc. and WSP Group plc to be Implemented by way of a Cash Offer for WSP Group plc ("WSP") by GENIVAR Inc. ("GENIVAR")
PR Newswire LONDON, June 7, 2012
LONDON,June 7, 2012/PRNewswire/ --to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Summary
The boards of directors of GENIVAR and WSP are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which GENIVAR (or a direct or indirect wholly-owned subsidiary of GENIVAR Inc.) will acquire the entire issued and to be issued ordinary share capital of WSP in order to effect a merger between the GENIVAR Group and the WSP Group (the "Merger"). The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act. Under the terms of the Merger, WSP Shareholders will be entitled to receive435 pencein cash for each WSP Share held, valuing the entire issued share capital of WSP at approximately £278 million. The Offer price represents a premium of approximately: 67.3 per cent. to the Closing Price per WSP Share of260 penceon6 June 2012(being the last Business Day prior to the date of this announcement); and 78.1 per cent. to the six-month average price per WSP Share of244 pence(being the average Closing Price for the six-month period ended on6 June 2012being the last Business Day prior to the date of this announcement). The WSP Directors, who have been so advised by Rothschild, consider the terms of the Merger to be fair and reasonable. In providing advice to the WSP Directors, Rothschild has taken into account the commercial assessments of the WSP Directors. Accordingly, the WSP Directors intend unanimously to recommend that WSP Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of 1,309,735 WSP Shares representing, in aggregate, approximately 2.1 per cent. of the ordinary share capital of WSP in issue on6 June 2012(being the latest practicable date prior to this announcement). GENIVAR has also received irrevocable undertakings from Schroder Investment
Management Limited, Henderson Global Investors Limited, J O Hambro Capital Management Limited and Montanaro Asset Management Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of a total of 19,638,307 WSP Shares, representing approximately 30.8 per cent. of the ordinary share capital of WSP in issue on6 June 2012(being the latest practicable date prior to this announcement). Further, GENIVAR has obtained a letter of intent from Aviva Investors Global Services Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of 2,734,774 WSP Shares representing approximately 4.3 per cent. of the ordinary share capital of WSP in issue on6 June 2012 (being the latest practicable date prior to this announcement). In aggregate, therefore, irrevocable undertakings and the letter of intent to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting have been received in respect of a total of 23,682,816 WSP Shares, representing approximately 37.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012(being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings and the letter of intent are set out in Appendix III to this announcement. GENIVAR is a leading Canadian professional services firm providing private and public sector clients with a broad diversity of services in planning, engineering, surveying, environmental sciences, and projects and construction management, as well as architecture through strategic alliances. GENIVAR's projects, which are of varying sizes, fall into the following market segments: Building; Municipal Infrastructure; Industrial & Energy; Transportation and Environment. GENIVAR is one of the largest professional services firms inCanadaby number of employees, with more than 5,500 managers, professionals, technicians, technologists, and support staff in over 100 cities inCanada and abroad. GENIVAR is listed on the Toronto Stock Exchange and has, as at6 June 2012, a market capitalisation of approximatelyC$824 million(£518 million). WSP is a global multi-disciplinary professional services consultancy specialising in property, transport and infrastructure, industry, energy and environment projects, providing a full range of services from planning to design, delivery and asset management and has been listed on the London Stock Exchange since 1990. WSP has over 9,000 employees working from 200 offices in over 30 countries. With complementary geographic footprints, end-market exposures and service offerings and very limited client overlap, the business fit between GENIVAR and WSP is expected to provide revenue diversification as well as enhanced capabilities to serve better their combined client base on a global basis. The Merger is subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, which it is expected will be despatched to WSP Shareholders as soon as reasonably practicable. Following completion of the Merger, the Combined Entity will remain listed on the Toronto Stock Exchange. Christopher Cole, currently the Chief Executive Officer of WSP, will become executive Chairman of the board of directors of the Combined Entity, Pierre Shoiry will remain the Chief Executive Officer and Alexandre L'Heureux will remain the Chief Financial Officer. Following completion of the Merger, the existing executive directors of WSP (Paul Dollin, Rikard Appelgren and Stuart McLachlan) will retain their current management roles. Peter Gill will remain with the Combined Entity on a transitional basis prior to his departure which is currently expected to take place at the end of 2012. It is intended that all the non-executive directors of WSP will step down from their positions following completion of the Merger. Given the recognition that each brand has in their respective markets worldwide, it is
intended that the Combined Entity will continue to operate under the existing brands with a view to introducing a combined trading brand, WSP GENIVAR, as soon as practical following completion of the Merger. It is anticipated that the Combined Entity will provide a platform for future international growth. Commenting on the Merger, Ian Barlow, Chairman of WSP, said: "This transaction supports the realisation of both companies' strategic aims and provides a strong global platform for growth. The Board of WSP believes that the combination represents an attractive proposition for WSP Shareholders, which crystallises, in cash, a value which reflects the future growth potential of WSP." Commenting on the Merger, Christopher Cole, Chief Executive of WSP said: "WSP is a successful global multi-disciplinary professional services consultancy with stated strategic ambitions to diversify and grow. Whilst reviewing carefully our options to best achieve this aim, an exceptional opportunity has arisen for WSP to merge with GENIVAR, a similarly ambitious entrepreneurial yet complementary Canadian consultancy. I believe this transaction will provide WSP, our staff and our clients with enhanced opportunities and the combined entity will achieve increased prominence in the global markets in which we work. This recommended transaction provides WSP shareholders with cash at an offer price which recognises WSP's underlying value. Having been immensely proud to lead WSP for many years I now look forward to my new role as executive Chairman of the Combined Entity and to working with Pierre Shoiry and the WSP and GENIVAR teams to deliver ongoing value to all stakeholders." Commenting on the Merger, Pierre Shoiry, President and Chief Executive Officer of GENIVAR said:
"This landmark transaction is an important milestone in the history of GENIVAR. We are very excited to join forces with WSP and have Chris Cole become Executive Chairman of the Board of Directorsupon completion of the Merger. GENIVAR and WSP are highly compatible in terms of culture and strategic objectives. They are both pure play consulting firms, sharing similar values with respect to people, clients and teamwork. We believe that the combination provides a unique opportunity for our clients, employees and shareholders to benefit from the global scale and breadth of services offered by the Combined Entity. Through the combination of our firms, we are creating one of the world's leading professional services firms.Moreover, our firms are complementary with limited geographical overlap, combining talented teams to enhance the leadership and expertise of the global organisation."
Analyst call:
GENIVAR will hold an analyst call on7 June 2012at3.30 p.m. (Eastern Daylight Time)to discuss the Merger. The call may be accessed by dialling 8774059213 fromCanada, or +1-5148612255 outside ofCanada. The participant passcode is 2130794. The call will also be available by webcast on GENIVAR's website for all interested parties. The webcast can be accessed via the Transaction section of GENIVAR's website at http://www.genivar.com. Barclays, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for GENIVARand no one else in connection with the Merger and the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than GENIVARfor providing the protections afforded to clients of Barclays or for providing advice in connection with the Merger or any matter or arrangement referred to herein.
Rothschild,United Kingdom by the Financialwhich is authorised and regulated in the Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Rothschild or for providing advice in connection with the Merger or any matter or arrangement referred to herein. Jefferies Hoare Govett, a division of Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Jefferies Hoare Govett or for providing advice in connection with the Merger or any matter or arrangement referred to herein. Numis Securities Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Merger or any matter or arrangement referred to herein. This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities, pursuant to the Merger or otherwise. The Merger will be made solely by means of the Scheme Document or any document by which the Merger is made which will contain the full terms and Conditions of the Merger, including details of how to vote in respect of the Scheme. Any approval, decision or other response to the Merger should be made only on the basis of the information in the Scheme Document. WSP Shareholders are strongly advised to read the formal documentation in relation to the Merger once it has been despatched. It is expected that the Scheme Document (including notices of the Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to WSP Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel. WSP will prepare the Scheme Document to be distributed to WSP Shareholders. WSP and GENIVAR urge WSP Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Merger. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of WSP or the WSP Group or GENIVAR or the GENIVAR Group except where otherwise stated. Overseas Shareholders The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code and the information disclosed may not be
the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside England and Wales. The Merger relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules or the laws of other jurisdictions outside the United Kingdom. However, if GENIVAR were to elect to implement the Merger by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including US tender offer rules, to the extent applicable. Unless otherwise determined by GENIVAR or required by the City Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Merger (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Merger will not be capable of acceptance from or within any Restricted Jurisdiction. The availability of the Offer to WSP Shareholders who are not resident in theUnited Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Forward looking statements This announcement contains statements about GENIVAR and WSP that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of GENIVAR's or WSP's operations and potential synergies resulting from the Merger; and (iii) the effects of government regulation on GENIVAR's or WSP's businesses. Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on such forward looking statements, which speak only as of the date hereof. WSP and GENIVARdisclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Except as expressly provided in this announcement, they have not been reviewed by the auditors of WSP or GENIVAR. All subsequent oral or written forward looking statements attributable to WSP or GENIVAR or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Disclosure requirements of the City Code Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website athttp://www.thetakeoverpanel.org.uk,including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. This summary should be read in conjunction with the full text of this
announcement. The Merger will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings and the letter of intent received by GENIVAR (including those irrevocable undertakings given by theWSPDirectors), Appendix IV contains a summary of the documents relating to the financing of the Offer and Appendix V contains definitions of certain expressions used in this summary and in this announcement. Please be aware that addresses, electronic addresses and certain information provided by WSPShareholders, persons with information rights and other relevant persons for the receipt of communications from WSP may be provided to GENIVAR during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c). Publication on Website and Availability of Hard Copies A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GENIVAR's and WSP's websites athttp://www.genivar.comandhttp://www.wspgroup.com,respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of GENIVAR's website, nor those of WSP's website, nor those of any other website accessible from hyperlinks on either GENIVAR's or WSP's website, are incorporated into or form part of this announcement. You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) bywriting to Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling from outside the UK, on +44 20 8638 3399). Calls cost 10 pence per minute plus network extras, lines are open 9.00am-5.30pm Monday to Friday). It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the acquisition should be in hard copy form. Rule 2.10 Requirement In accordance with Rule 2.10 of the Code, WSP confirms that as at the date of this announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange63,840,194five pence each (excluding ordinary sharesordinary shares of held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0009323741.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 7 June 2012 RECOMMENDED MERGER OF GENIVAR INC. AND WSP GROUP PLC TO BE IMPLEMENTED BY WAY OF A CASH OFFER for WSP GROUP PLC ("WSP") by GENIVAR INC. ("GENIVAR") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 1.Introduction
The boards of directors of GENIVAR and WSP are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which GENIVAR (or a direct or indirect wholly-owned subsidiary of GENIVAR Inc.) will acquire the entire issued and to be issued ordinary share capital of WSP in order to effect the Merger between the GENIVAR Group and the WSP Group. The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act. 2.The Merger
Under the terms of the Merger, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, WSP Shareholders will be entitled to receive: for each WSP Share435 pencein cash The Offer price is on the basis that no other dividends will be declared following the date of this announcement and accordingly WSP Shareholders will not receive an interim dividend in respect of the six month period ending30 June 2012. The Offer price values the entire existing issued ordinary share capital of WSP at approximately £278 million and represents a premium of approximately: 67.3 per cent. to the Closing Price per WSP Share of260 penceon6 June 2012(being the last Business Day prior to the date of this announcement); and 78.1 per cent. to the six-month average price per WSP Share of244 pence(being the average Closing Price for the six-month period ended on6 June 2012being the last Business Day prior to the date of this announcement). It is expected that the Scheme Document will be published as soon as reasonably practicable, that the Court Meeting and the General Meeting will be held on or around13 July 2012and that the Scheme will become effective in July orAugust 2012. 3. Background to and reasons for the Merger The Board of GENIVAR believes that a merger between WSP and GENIVAR represents an attractive opportunity to build a world-class global design firm with combined revenues ofC$1.8 billion(£1.1 billion), approximately 14,500 people and with key expertise in Buildings, Transport & Infrastructure, Industry and Energy & Environment. The Combined Entity would rank within the top 10 global pure play engineering services firms. With complementary geographic footprints, end-market exposures and service offerings, and very limited client overlap, the business fit between GENIVAR and WSP is expected to provide revenue diversification as well as enhanced capabilities to better serve their combined client base on a global basis. The Merger is expected to provide GENIVAR with a key opportunity to extend its current strengths developed inCanadaintothe United States,Europeand selective emerging markets as well as to leverage WSP's key international expertise inCanada. It is expected that the Merger will facilitate the Combined Entity's growth into other geographies and that the Combined Entity will benefit from being better placed to make acquisitions of complementary businesses in the future. GENIVAR management expects the Merger to be immediately accretive to its earnings per share by approximately 5 per cent., without considering revenue and cost synergies.* * Management expectation is based on historical financial information and this statement should not be interpreted to mean that earnings per share will necessarily be greater than in 2011. 4. Recommendation
The WSP Directors, who have been so advised by Rothschild, consider the terms of the Merger to be fair and reasonable. In providing advice to the WSP Directors, Rothschild has taken into account the commercial assessments of the WSP Directors. Accordingly, the WSP Directors intend unanimously to recommend that WSP Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as the WSP Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 1,309,735 WSP Shares representing, in aggregate, approximately 2.1 per cent. of the ordinary share capital of WSP in issue on6 June 2012 (being the latest practicable date prior to this announcement). 5. Irrevocable undertakings and letter of intent
GENIVAR has received irrevocable undertakings from each of the WSP Directors and from Schroder Investment Management Limited, Henderson Global Investors Limited, J O Hambro Capital Management Limited and Montanaro Asset Management Limited and a letter of intent from Aviva Investors Global Services Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of a total of 23,682,816 WSP Shares, representing approximately 37.1 per cent. of the ordinary share capital of WSP in issue on6 June 2012(being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings and the letter of intent (including the circumstances in which they will fall away) are set out in Appendix III to this announcement. 6. Background to and reasons for the recommendation
Over the past several months, GENIVAR and WSP have been engaged in active dialogue to analyse the merits of a strategic combination. Prior to these discussions, WSP had been pursuing a strategy which set out a route map for growth utilising the full reach of WSP's extensive global footprint and client base to strengthen further and diversify the business across services, skills and the public and private sectors. The Board of WSP, in consultation with its advisers, has given careful consideration to the fundamental value of its business and prospects in executing its current strategy as well as general market conditions and the forces of consolidation within the industry. Simultaneously GENIVAR had developed a strategy to build on its prominent public and private sector position inCanadaand significantly expand internationally. The Board of WSP considers there to be an excellent strategic fit between GENIVAR and WSP, and that the Offer enables WSP Shareholders to realise their entire investment in cash at an attractive value. Accordingly, the Board of WSP intends unanimously to recommend that WSP Shareholders vote in favour of the Scheme. In arriving at their unanimous decision to recommend the Merger, the WSP Directors have taken into account that the Offer price represents a significant premium to WSP's share price immediately prior to this announcement and to the average share price for the preceding six month period, as detailed in paragraph 2 above. GENIVAR and WSP recognise the skills and experience of the management and employees of WSP. The WSP Board believes that the combination will enhance international career opportunities for the employees of the Combined Entity and create an excellent environment in which employees can develop their expertise. 7. Information on GENIVAR
GENIVAR is a leading Canadian professional services firm providing private and public sector clients with a broad diversity of services in planning, engineering, surveying, environmental sciences, and projects and construction management, as well as architecture, through strategic alliances. GENIVAR's projects, which are of varying sizes, fall into the following market segments: Building; Municipal Infrastructure; Industrial & Energy; Transportation and Environment. GENIVAR is one of the largest professional services firms inCanadaby number of employees, with more than 5,500 managers, professionals, technicians, technologists, and support staff in over 100 cities inCanada and abroad.
GENIVAR is listed on the Toronto Stock Exchange and has, as at6 June 2012, a market capitalisation of approximatelyC$824 million(£518 million). 8. Information on WSP WSP is a global multi-disciplinary professional services consultancy specialising in property, transport and infrastructure, industry, energy and environment projects, providing a full range of services from planning to design, delivery and project management and has been listed on the London Stock Exchange since 1990. WSP has over 9,000 employees working from 200 offices in over 30 countries.
WSP has a premium listing on the Official List and the WSP Shares are admitted to trading on the main market of the London Stock Exchange. 9. Intentions for the Combined Entity Following completion of the Merger, the Combined Entity will remain listed on the Toronto Stock Exchange. Christopher Cole, currently the Chief Executive Officer of WSP, will become executive Chairman of the board of directors of the Combined Entity, Pierre Shoiry will remain the Chief Executive Officer and Alexandre L'Heureux will remain the Chief Financial Officer. Following completion of the Merger, the existing executive directors of WSP (Paul Dollin, Rikard Appelgren and Stuart McLachlan) will retain their current management roles. Peter Gill will remain with the Combined Entity on a transitional basis prior to his departure which is currently expected to take place at the end of 2012. It is intended that all the non-executive directors of WSP will step down from their positions following completion of the Merger.
Given the recognition that each brand has in their respective markets worldwide, it is intended that the Combined Entity will continue to operate under the existing brands with a view to introducing a combined trading brand, WSP GENIVAR, as soon as practical following completion of the Merger. It is anticipated that the Combined Entity will provide a platform for future international growth. Following the completion of the Merger, the existing employment rights, including pension rights, of the management and employees of WSP will be fully safeguarded. GENIVAR's current plans for WSP do not involve any material change in the conditions of employment of WSP's employees. GENIVAR has no plans to change WSP's places of business. As the footprints of the two groups have limited geographic and client overlap and based on current economic conditions, it is not anticipated that there will be any significant reductions in WSP headcount as a result of the Merger. However, the Combined Entity will continue to look for operational efficiencies and to react to market conditions which may involve reductions in headcount in the ordinary course of business.
10. Arrangements between GENIVAR and WSP management
Appropriate incentivisation arrangements will be put in place for the management of the Combined Entity following completion of the Merger, although no detailed discussions have taken place to date between WSP and GENIVAR in relation to such arrangements. 11. WSP Share Option Schemes
Participants in the WSP Share Option Schemes will be contacted regarding the effect of the Merger on their rights under the WSP Share Option Schemes and appropriate proposals will be made to such participants in due course. 12. Financing
GENIVAR is providing the cash consideration payable under the Merger from (i) proceeds of a bought deal offering of subscription receipts of GENIVAR on terms to be set out in a prospectus to be published by GENIVAR pursuant to an underwriting letter entered into among GENIVAR and certain underwriters (the "Underwriting Letter"); (ii) proceeds from the completion of a private placement pursuant to which two Canadian institutional investors will purchase, on a private placement basis, subscription receipts of GENIVAR (the "Private Placement"); (iii) funds from a new credit agreement between GENIVAR and a syndicate of Canadian chartered banks (the "New Credit Facilities"); and (iv) existing cash on GENIVAR's balance sheet. A summary of the terms of each of the Underwriting Letter, the Private Placement and the New Credit Facilities is contained in Appendix IV. Barclays, financial adviser to GENIVAR, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to WSP Shareholders under the terms of the Merger. 13. Offer-related Arrangements
Confidentiality Agreement
GENIVAR and WSP entered into a confidentiality agreement on20 March 2012(the "Confidentiality Agreement") pursuant to which each of GENIVAR and WSP has undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force until the date falling on the earlier of 24 months from the date of the Confidentiality Agreement and the completion of the acquisition of WSP by GENIVAR.
Share Option Deed
GENIVAR and WSP have entered into a share option deed on the date of this announcement (the "Share Option Deed") setting out certain agreements between them in relation to the treatment of the WSP Share Option Schemes. The Share Option Deed will terminate: (i) if the WSP Shareholders fail to approve the Scheme at the Court Meeting and/or the General Meeting; (ii) if the Court refuses to sanction the Scheme or confirm the Capital Reduction; (iii) if any of the Conditions becomes incapable of
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