חברת האם של Golder Associates Corporation, Enterra Holdings Ltd.
("גולדר" או "החברה") הודיעה שהיא התקשרה בהסכם סופי
("הסכם ההסדר") עם חברה בת בבעלות מלאה של WSP Global Inc. ("WSP"), שלפיו WSP
תרכוש את גולדר ("העסקה") באמצעות תוכנית של הסדר לפי חוק החברות (נובה
סקושה) תמורת תשלום מיצרפי של 1.24 מיליארד דולר (אמריקני).
Golder Announces Entering Into Arrangement Agreement
With WSP Global Inc.
MISSISSAUGA, Ontario, Dec. 03, 2020 (GLOBE
NEWSWIRE):
Golder Associates
Corporation’s parent company, Enterra Holdings Ltd. (“Golder” or the “Company”) announces that it has entered into a definitive
agreement (the “Arrangement
Agreement”) with a wholly-owned
subsidiary of WSP Global Inc. (“WSP”), pursuant to which WSP will acquire Golder (the “Transaction”) by way of a plan of arrangement under the Companies Act (Nova Scotia) for aggregate consideration of $1.14
Billion (USD).
The Transaction is
expected to close in the first half of 2021, subject to obtaining the final approval
of the Supreme Court of Nova Scotia, the approval of the Golder shareholders (“Shareholders”), certain regulatory approvals and satisfaction or
waiver of customary closing conditions.
Shareholder Approval
The Transaction
must be approved by the Shareholders at a meeting duly called for such purpose
(the “Meeting”), which is expected to be held on January 13, 2021.
The requisite approval will be the affirmative vote at the Meeting of not less
than three-fourths of the votes cast by all Shareholders present in person or
by proxy at the Meeting.
Superior Proposal and
Termination of the Arrangement Agreement
The Arrangement
Agreement provides for a non-solicitation covenant on the part of Golder. The
non-solicitation covenant is subject to a customary “fiduciary out” provision
that entitles Golder to consider and accept a superior proposal prior to
receipt of Shareholder approval at the Meeting, subject to a matching right in
favour of WSP. Golder can only exercise its fiduciary out if it is in compliance
with its obligations under certain provisions of the Arrangement Agreement and
it must terminate the Arrangement Agreement and pay WSP a break fee of US$25
million in order to do so. The Arrangement Agreement contains a customary
definition of “Acquisition Proposal”. Golder is entitled to advise persons that
submit an Acquisition Proposal to Golder on an unsolicited basis of the
restrictions in the Arrangement Agreement, and, if a person submitting an
Acquisition Proposal enters into a confidentiality agreement with Golder on
terms no less onerous or more beneficial to such person than the current
confidentiality agreement between Golder and WSP, a redacted copy of the
Arrangement Agreement can be provided to that person. Golder is required to
advise WSP of any Acquisition Proposal that it receives prior to the Meeting
and provide WSP with copies of the relevant documentation.
In the event that
the Board of Directors of the Company determines that an Acquisition Proposal
received prior to the Meeting is, or could reasonably be expected to
constitute, a Superior Proposal, Golder may engage in discussions with the party
making such proposal and provide such party with confidential information
provided that Golder is in compliance with certain provisions of the
Arrangement Agreement and Golder and the proposing party enter into a
confidentiality agreement, if they have not already done so, in the form
described above.
For an Acquisition
Proposal to be a Superior Proposal, it must be for all of Golder’s shares or
substantially all of its assets and meet the following criteria: (a) complies
with securities laws and did not result from or involve a breach of Golder’s
non-solicitation covenants; (b) is reasonably capable of being completed
without undue delay, taking into account, all financial, legal, regulatory and
other aspects of such proposal (including the expected timing and risks) and
the person making such proposal; (c) is not subject to any financing
contingency; (d) is not subject to any due diligence condition; and (e) that
Golder’s board of directors determines, in its good faith judgment, after
receiving the advice of its outside legal and financial advisors and after
taking into account all of the terms and conditions of the Acquisition Proposal
including all legal, financial, regulatory and other aspects of such
Acquisition Proposal (including the expected timing and risks, including in
respect of the level of certainty of the financing of such person), would, if
consummated in accordance with its terms, taking into account the risk of
non-completion, result in a transaction which is in the bests interests of Golder
and more favourable, from a financial point of view, to the shareholders than
the Transaction.
Regulatory Approvals
Golder and WSP
have identified several jurisdictions where competition or foreign investment
merger control filings will be required or are advisable. The making of such
filings and receipt of the requisite approvals, or the expiry or termination of
the applicable waiting periods, is a condition to closing the Transaction.
About Golder
Renowned for
technical excellence, Golder is a leading global specialized engineering and
consulting firm with over 60 years of successful service to its clients. With
155 offices in more than 30 countries, Golder’s professionals are driven by a
passion to deliver results, offering unique specialized skills to address the
ever-evolving challenges that earth, environment, and energy present to clients
across the infrastructure, mining, oil & gas, manufacturing and power
sectors.
For more
information, please contact Wendy Stoveland, Director of Global Communications by email at media_relations@golder.com.
This news release includes certain “forward-looking
statements” under applicable Canadian securities legislation that are not
historical facts. Forward-looking statements involve risks, uncertainties, and
other factors that could cause actual results, performance, prospects, and
opportunities to differ materially from those expressed or implied by such
forward-looking statements. Forward-looking statements in this news release
include, but are not limited to, timing of closing of the Transaction, timing
for the Meeting, and completion of proceedings under the Act. The statements
are dependent on a number of assumptions and risk factors, including the
ability of the Company to obtain the approval of the Nova Scotia Supreme Court,
the ability of the Company to obtain the approval of its Shareholders, the ability
of the Company and WSP to obtain the required regulatory approvals and to
complete certain steps required under the Act in order for the Transaction to
be completed. Consequently, all of the forward-looking statements made in this
press release are qualified by these cautionary statements and other cautionary
statements or factors contained herein, and there can be no assurance that the
actual results or developments will be realized or, even if substantially
realized, that they will have the expected effects on Golder. The Company’s
Information Circular that will be distributed to Shareholders in connection
with the Transaction has further information on the risks and uncertainties
relating to the completion of the Transaction in the section “Forward-Looking
Statements”. These forward-looking
statements are made as of the date of this press release. Except as required by
applicable securities legislation, the Company assumes no obligation to update
publicly or revise any forward looking statements to
reflect subsequent information, events, or circumstances.
No securities regulatory authority has reviewed or accepts
responsibility for the adequacy or accuracy of this release.
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