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SNC-Lavalin to acquire WS Atkins to greatly expand our global consulting, design and project management capabilities
April 20, 2017
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
- Creates a $12.1 billion global professional services and project management company with 53,000 employees
- Significantly improves SNC-Lavalin’s overall margins, and further balances the business portfolio
- Enhances SNC-Lavalin’s global position and addressable market in infrastructure, rail & transit, and nuclear
- Combines two highly complementary businesses and increases both geographic reach and customer diversification globally
- SNC-Lavalin estimates a purchase price multiple of 9.8x for the trailing 12-month adjusted EBITDA1 post synergies2 and including the pension deficit3
- Expected to deliver approximately $120 million of cost synergies by the end of the first full financial year after the effective date
- Improves balance sheet efficiency by leveraging equity stake in Highway 407 ETR, while maintaining our investment grade rating
SNC-Lavalin Group Inc. (TSX: SNC) (“SNC-Lavalin” or the “Corporation”) is pleased to announce that it has reached an agreement with WS Atkins plc (“Atkins”), approved by the boards of directors of both companies, on the terms of a cash acquisition by which SNC-Lavalin will acquire the entire issued and to be issued share capital of Atkins for £20.80 per share in cash, representing an aggregate cash consideration of $3.6 billion*.
Headquartered in the UK, Atkins is one of the world’s most respected consultancies in design, engineering and project management, with a leadership position across the infrastructure, transportation and energy sectors. Tracing its roots back to 1938, Atkins today has 18,000 employees with revenues of approximately £2.0 billion in 2016, and is geographically diversified in the US, Middle East and Asia, together with a leading position in the UK and Scandinavia.
“We are very pleased to announce this proposed acquisition that is fully aligned with our growth strategy, creating a global fully integrated professional services and project management company – including capital investment, consulting, design, engineering, construction, sustaining capital and operations and maintenance. By combining two highly complementary businesses, we will increase our depth and breadth of services to position us as a premier partner to public and private sector clients,” said Neil Bruce, President & CEO. “It also creates new revenue growth opportunities in key geographies by positioning us to capitalize on increased cross-selling and the opportunity to win and deliver major projects in new regions. I look forward to welcoming Atkins’ employees into our combined company. Together, we will become part of a larger global organization that will open the door to new opportunities for further growth and development.”
- Brings to SNC-Lavalin new and complementary capabilities in three of its four sectors, and with essentially no overlap in its service offering, with significant presence in Europe, UK, Scandinavia, the US, Middle East and Asia.
- Further reduces SNC-Lavalin’s business risk profile with ongoing revenue streams from framework and master service agreements for consulting and advisory services, as well as fixed fee consultancy and design projects.
- Improves SNC-Lavalin’s overall margins by adding a significant amount of consistent comparatively high-margin revenue.
- Significantly increases SNC-Lavalin’s global customer base and expands and deepens the areas of the market that the combined entity can service.
- Uniquely positions the combined entity to capitalize on the significant investment in infrastructure projects globally but principally in North America.
- Positions the combined entity to win wider nuclear work; maintenance and decommissioning in particular, as one of the most compelling nuclear services firms.
- Deepens SNC-Lavalin’s project management, design, consulting, and engineering capabilities to create a more comprehensive end-to-end value chain for the combined entity – including capital investment, consulting, design, engineering, construction, sustaining capital and operations and maintenance.
- Creates a more agile, responsive and competitive combined organization with enhanced scale and vertical integration that can better meet client needs and create cross-selling opportunities.
- Combines two strong and compatible management teams, with the proven experience to execute a successful and timely integration plan. SNC-Lavalin has a strong track record of successful integrations, combining best practices from each organization and achieving synergy targets.
- As a Canadian global champion headquartered in Montreal, the acquisition would solidify SNC-Lavalin’s position as one of the largest fully integrated professional services firms globally.
SNC-Lavalin considers that Atkins’ employees will be a key factor in maximizing the opportunities that the acquisition will present and the executive leadership of the combined entity will also aim to retain the best talent across Atkins and SNC-Lavalin.
As part of the integration process, a review of the Atkins businesses will be completed with the Atkins leadership team to determine any organizational and structural changes that should be implemented to benefit the combined entity. SNC-Lavalin does not expect this integration review to have a material impact on the continued employment of Atkins’ employees.
Consistent with the extensive succession planning work completed by Atkins and the Atkins Directors, Heath Drewett, the current Group Finance Director and Executive Director of Atkins will, upon successful completion of the acquisition, be promoted to lead Atkins within the combined entity. Heath Drewett will report into SNC-Lavalin’s President and Chief Executive Officer and become a member of SNC-Lavalin’s executive committee.
James Cullens, Group Director Human Resources & Marcomms and Executive Director of Atkins, will remain with the combined entity and support SNC-Lavalin with key integration and people-related matters following the successful completion of the acquisition. James’ extensive experience, both at Atkins and in his prior career, is aligned with the needs of the combined entity. It is therefore anticipated that, subject to mutual agreement, towards the end of the year, James will assume the position of Executive Vice-President, Human Resources, for the combined organization.
Under the terms of the acquisition, each Atkins shareholder will be entitled to receive £20.80 in cash for each Atkins share.
The acquisition represents an enterprise value of $4.2 billion, including the pension deficit. This represents an estimated purchase price multiple of 9.8x for the 12-month adjusted EBITDA1 post synergies2 and including pension deficit3.
The acquisition is expected to be immediately accretive to SNC-Lavalin’s consolidated and E&C adjusted earnings per share before any revenue and cost synergies.
The acquisition will create growth and expansion of services and revenue. It is also expected to deliver approximately $120 million in cost synergies in both current organizations by the end of the first full financial year after the effective date, that would include, for example eliminating corporate and listing costs, optimizing corporate functions and shared services, streamlining IT systems, and office consolidation where appropriate.
The acquisition financing structure preserves SNC-Lavalin’s balance sheet strength and leverages SNC-Lavalin’s equity stake in the Highway 407 ETR, while retaining its equity ownership. The acquisition will be funded through a combination of equity and debt issuance, and supported by Caisse de dépôt et placement du Québec (“CDPQ”), SNC-Lavalin’s largest shareholder. The funding includes a $1.5 billion loan from CDPQ, an $800 million public bought deal offering, a $400 million private placement with CDPQ, as well as a £300 million term loan, and an approximately £350 million draw on our current credit facility.
Additionally, SNC-Lavalin expects to maintain its investment-grade rating following the closing of the acquisition.
- $1.5 billion loan from CDPQ to SNC-Lavalin Highway Holdings Inc. (the entity that holds SNC-Lavalin’s 16.77% interest in Highway 407ETR through 407 International Inc.).
- $800 million public subscription receipts on a bought deal basis backstopped by an $800 million unsecured bridge credit facility with a syndicate of North American banks.
- $400 million privately placed subscription receipts with CDPQ backstopped by a $400 million unsecured bridge credit facility with CDPQ.
- Approximately £350 million to be drawn under the Corporation’s existing $4.25 billion syndicated credit facility backstopped by a £400 million unsecured bridge credit facility with a syndicate of North American banks.
- A new £300 million unsecured term loan with a syndicate of North American banks.
SNC-Lavalin Highway Holdings Loan with CDPQ
Concurrently with the announcement of the acquisition, SNC-Lavalin Highway Holdings Inc. (“SNC-Lavalin Highway Holdings”) and CDPQ entered into a loan agreement in the original principal amount of $1.5 billion. This loan is secured by the full value of SNC-Lavalin Highway Holdings’ shares and the cash flows generated from such shares. The loan has been structured to be of a non-recourse nature as against the Corporation.
Public Offering of Subscription Receipts on a Bought Deal Basis
To finance the payment of a portion of the purchase price and related expenses, SNC-Lavalin has entered into an agreement with a syndicate of underwriters co-led by RBC Capital Markets, TD Securities and BMO Capital Markets (collectively, the “Co-Lead Underwriters”) to sell, on a bought deal basis, subscription receipts (the “Subscription Receipts”) of SNC-Lavalin from treasury at a price of $51.45 per Subscription Receipt (the “Offer Price”). The agreement with the Co-Lead Underwriters includes the issuance of 15,550,000 Subscription Receipts for gross proceeds of $800 million (the “Offering”). In addition, the underwriters have been granted an over-allotment option, exercisable in whole or in part at the Offer Price for a period of 30 days from the closing date of the Offering, for additional gross proceeds of up to approximately $80 million. The Subscription Receipts will be offered in all provinces of Canada, pursuant to a prospectus supplement to SNC-Lavalin’s short form base shelf prospectus dated March 13, 2017 to be filed in each of the provinces of Canada by SNC-Lavalin.
The proceeds from the Offering will be held in escrow pending the completion of the acquisition. If the acquisition is completed on or prior to 11:59 pm (London, UK time) on July 31, 2017 (or such later date as SNC-Lavalin and Atkins may agree for purposes of the acquisition closing, subject to regulatory consents and court approvals, which date shall be no later than October 27, 2017), the net proceeds will be released to the Corporation and each holder of a Subscription Receipt will receive, without additional consideration and without further action, one common share of SNC-Lavalin (the “Common Shares”) 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 Offering closing to the date immediately preceding the date of the acquisition closing, less any applicable withholding taxes. If the acquisition does not occur on or prior to 11:59 pm (London, UK time) on July 31, 2017 (or such later date as SNC-Lavalin and Atkins may agree for purposes of the acquisition closing, subject to regulatory consents and court approvals, which date shall be no later than October 27, 2017), if the proposed scheme of arrangement in respect of the acquisition is not approved by the requisite majority of Atkins shareholders or not court sanctioned, or lapses or is withdrawn; or if the Corporation advises the Co-Lead Underwriters or announces to the public that it does not intend to proceed with the acquisition, the holders of Subscription Receipts will receive a cash payment equal to the offering 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. 50% of the underwriters’ fee in the aggregate amount of $16 million, assuming no exercise of the over-allotment option, representing 4% of the aggregate gross proceeds of the Offering, will be paid upon closing of the Offering and the other 50% will be paid upon closing of the acquisition.
The issuance of the Subscription Receipts and underlying Common Shares pursuant to the Offering are subject to customary approval of the Toronto Stock Exchange. Closing of the Offering is expected to occur on or about April 27, 2017.
Neither the Subscription Receipts nor the underlying Common Shares offered have been, and they will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), as amended, and such securities may not be offered or sold in the United States, absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Subscription Receipts or the underlying Common Shares. The offering or sale of the Subscription Receipts and the underlying Common Shares shall not be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Concurrent Private Placement of Subscription Receipts
SNC-Lavalin has also entered into a subscription agreement with CDPQ pursuant to which SNC-Lavalin and CDPQ have agreed that CDPQ will purchase on a “private placement” basis in Canada, 7,775,000 Subscription Receipts (the “Placement Subscription Receipts”) at a price of $51.45 per Placement Subscription Receipt for gross proceeds to SNC-Lavalin of $400 million upon closing (the “Concurrent Private Placement”). Upon closing of the acquisition, CDPQ will be entitled to a non-refundable capital commitment payment equal to 4% of the aggregate purchase price for the Placement Subscription Receipts for which it has subscribed.
Completion of the Concurrent Private Placement is subject to a number of conditions, including the concurrent closing of the Offering. Completion of the Offering is conditional upon the concurrent closing of the Concurrent Private Placement.
Other Credit Facilities and Arrangements
Concurrently with the announcement of the acquisition, the Corporation entered into a new £300 million unsecured term loan with a syndicate of North American banks and the Corporation intends to draw approximately £350 million under its existing $4.25 billion syndicated credit facility to pay the balance of the purchase price and acquisition-related costs.
The various elements of the Corporation’s financing of the acquisition are collectively designed to ensure compliance with the “certain funds” requirements of the UK City Code on Takeovers and Mergers.
As neither the Offering nor the Concurrent Private Placement is being made on a “certain funds” basis, concurrently with the announcement of the acquisition, the Corporation also entered into (i) an $800 million unsecured bridge credit facility with a syndicate of North American banks to backstop the Offering, and (ii) a $400 million unsecured bridge credit facility with CDPQ to backstop the Concurrent Private Placement.
Each of the Corporation’s existing Syndicated Credit Facility, the new Term Loan and the backstop facilities for the Offering and the Concurrent Private Placement contain customary representations, warranties, conditions precedent, covenants, a leverage ratio and events of default.
All of the above elements of the acquisition financing plan, including the nature of the SNC-Lavalin Highway Holdings Loan, have been designed and structured with a view to preserving SNC-Lavalin’s investment grade rating.
RBC Capital Markets is acting as financial adviser and corporate broker to SNC-Lavalin. SNC-Lavalin’s legal adviser is Norton Rose Fulbright. SNC-Lavalin’s accountants are Deloitte LLP. Maitland acted as financial communications consultants.
OFFER DETAILS AND TIMETABLE
It is intended that the acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006. The purpose of the Scheme is to provide for SNC-Lavalin to indirectly become the owner of the entire issued and to be issued share capital of Atkins.
Details of the proposed acquisition will be sent to Atkins shareholders within 28 days of the date of this announcement (unless the Panel on Take-overs and Mergers under the U.K.’s City Code on Take-overs and Mergers agrees otherwise). Subject, amongst other things, to the satisfaction or waiver of the conditions, the approval of the scheme of arrangement by the Atkins shareholders, the receipt of applicable regulatory approvals and the Court’s sanction of the scheme of arrangement, it is expected that the acquisition will be completed in the third quarter of 2017.
All relevant documentation will be made available on SNC-Lavalin’s website at www.snclavalin.com.
2017 OUTLOOK UPDATE AND FIRST QUARTER
SNC-Lavalin’s first quarter results, to be announced on May 4, 2017, remain broadly in-line with management’s expectations. SNC-Lavalin is also reaffirming its full year 2017 outlook provided on March 2, 2017 with respect to adjusted diluted EPS from E&C of $1.70 to $2.00, without taking into account the proposed acquisition or related financing4.
All dollar figures in this press release are Canadian dollars unless otherwise indicated.
* Based on the above offer price of £20.80 per Atkins share, multiplied by 100,110,799 Atkins shares in issue (excluding 4,341,000 ordinary shares held in treasury) as specified in the Rule 2.9 announcement published by Atkins on April 3, 2017 and by the GBP: CAD exchange rate of 1.7229 (as of 5.00 p.m. U.K. time on 19 April 2017 as per Bloomberg).
1 Adjusted EBITDA of Atkins calculated as reported underlying EBITDA of Atkins during the twelve month period ended September 30, 2016 of £181M. See the Non-IFRS Measures section included in this news release for a reconciliation of underlying EBITDA of Atkins to operating profit.
2 Expected identified cost synergies of $120M in both current organizations by the end of the first full financial year after the effective date.
3 Net post-employment benefit liability of £424M (calculated as net retirement benefit liability of £414M, plus other post-employment benefit liabilities of £23M, less net retirement benefit assets of £12M), less income tax on net retirement benefit liability of £68M, as reported in Atkins’ H1 2017 statements.
4 Management’s expectations with respect to the first quarter results are based on the information currently available and are subject to the completion of financial closing procedures, final adjustments and other developments that may arise between now and the time the first quarter 2017 financial results are finalized. It is possible that final reported results may not be what is currently expected.
The 2017 outlook update is based on the assumptions and methodology described in SNC-Lavalin’s 2016 Management’s Discussion and Analysis under the heading, “How We Budget and Forecast Our Results”, which should be read in conjunction with the “Forward-Looking Statements” section below and is subject to the risks and uncertainties summarized therein, which are more fully described in SNC-Lavalin’s public disclosure documents.
CONFERENCE CALL / WEBCAST
SNC-Lavalin will hold a conference call today at 4:45 pm Eastern Time to discuss the proposed acquisition of Atkins. The public is invited to listen to the conference call. Participants will be Neil Bruce, President and Chief Executive Officer and Sylvain Girard, Executive Vice-President and Chief Financial Officer. To join the conference call, please dial toll free at 1 866 564 7439 in North America, 416 642 5209 in Toronto, 438 968 3557 in Montreal, 080 0279 6839 in the United Kingdom, or 180 083 2679 in Ireland. A live audio webcast of the conference call and an accompanying slide presentation will be available at investors.snclavalin.com. A recording of the conference call will be available on our website within 24 hours following the call.
Founded in 1911, SNC-Lavalin is one of the leading engineering and construction groups in the world and a major player in the ownership of infrastructure. From offices in over 50 countries, SNC-Lavalin’s employees are proud to build what matters. Our teams provide engineering, procurement, construction, completions and commissioning services together with a range of sustaining capital services to clients in four industry sectors, oil and gas, mining and metallurgy, infrastructure and power. SNC-Lavalin can also combine these services with its financing and operations and maintenance capabilities to provide complete end-to-end project solutions. www.snclavalin.com
Atkins (www.atkinsglobal.com) is one of the world’s most respected design, engineering and project management consultancies, employing some 18,300 people across the UK, North America, Middle East, Asia Pacific and Europe. We build long term trusted partnerships to create a world where lives are enriched through the implementation of our ideas. You can view Atkins’ recent projects on our website.
Some of the indicators used by SNC-Lavalin to analyze and evaluate its results are non-IFRS financial measures. Consequently, they do not have a standardized meaning as prescribed by IFRS, and therefore may not be comparable to similar measures presented by other issuers. SNC-Lavalin also uses additional IFRS measures. Management believes that these indicators provide useful information because they allow for the evaluation of the performance of SNC-Lavalin and its components based on various aspects, such as past, current and expected profitability and financial position.
This news release uses the following non-IFRS financial measures: adjusted EBITDA, adjusted EPS and adjusted E&C EPS. Management uses these measures as a more meaningful way to compare SNC-Lavalin’s financial performance from period to period. Please refer to SNC-Lavalin’s Management Discussion and Analysis incorporated by reference in the prospectus supplement to SNC-Lavalin’s short form base shelf prospectus dated March 13, 2017 to be filed in each of the provinces of Canada by SNC-Lavalin on SEDAR at www.sedar.com for the definitions of all non-IFRS financial measures and additional IFRS measures and, when applicable, a clear quantitative reconciliation from the non-IFRS financial measures to the most directly comparable measure calculated in accordance with IFRS.
Adjusted net income from E&C is defined as net income attributable to SNC-Lavalin shareholders from E&C, excluding one-time net foreign exchange gains, charges related to restructuring, right-sizing and other, as well as amortization of intangible assets, the financing, acquisition-related costs and integration costs incurred in connection with the acquisition of Kentz in 2014 and the loss on disposals of E&C businesses. E&C is defined in SNC-Lavalin’s 2016 financial statements and Management’s Discussion and Analysis. The term “Adjusted net income from E&C” does not have any standardized meaning under IFRS. Therefore, it may not be comparable to similar measures presented by other issuers. Management uses this measure as a more meaningful way to compare SNC-Lavalin’s financial performance from period to period. Management believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate SNC-Lavalin’s performance. See reconciliation below.
Adjusted diluted EPS from E&C is defined as the adjusted net income from E&C divided by the weighted average number of outstanding shares for the period.
The following table sets forth detailed reconciliation of a non-IFRS measure used in this news release (underlying EBITDA of Atkins) to the nearest or most equivalent IFRS measure (operating profit of Atkins).
|Atkins||Last Twelve Months
Ended September 30, 2016
|In £ millions|
Cost of sales
Impairment of goodwill
Amortisation and impairment of acquired intangibles
Deferred acquisition payments
|Underlying Operating Profit||154.5|
|Net (loss) / profit on disposal of business / non-controlling interests
Income from other investments
Share of post-tax profit from joint ventures
|Profit Before Interest and Tax||110.5|
Amortisation and impairment
|Net loss / (profit) on disposal of businesses
Deferred acquisition payments
This press release contains statements that are or may be “forward looking statements” or “forward looking information” within the meaning of applicable Canadian securities laws, including those regarding the proposed acquisition by SNC-Lavalin of all of the outstanding shares of Atkins (the “Acquisition”) and the expected impact of the Acquisition on SNC-Lavalin’s strategic and operational plans and financial results. Statements made in this press release that describe SNC-Lavalin’s or management’s budgets, estimates, expectations, forecasts, objectives, predictions, projections of the future or strategies may be “forward-looking statements”, which can be identified by the use of the conditional or forward-looking terminology such as “aims”, “aligns”, “anticipates”, “assumes”, “believes”, “continue”, “cost savings”, “could”, “estimates”, “expects”, “foresees”, “goal”, “intends”, “maintain”, “may”, “plans”, “projects”, “should”, “strategy”, “synergies”, “targets”, “will”, “would”, the negative thereof, other variations thereon or similar terminology, as they relate to SNC-Lavalin, Atkins or the combined entity following the Acquisition. Forward-looking statements also include any other statements that do not refer to historical facts. Forward-looking statements also include, but are not limited to, future capital expenditures, revenues, expenses, earnings, economic performance, cash flows, indebtedness, financial condition, losses and future prospects; and business and management strategies and expansion and growth prospects of SNC-Lavalin’s and the combined entity’s operations following the Acquisition. The pro forma information set forth in this press release should not be considered to be what the actual financial position or other results of operations would have necessarily been had the Acquisition been completed as, at, or for the periods stated. All such forward-looking statements are made pursuant to the “safe-harbour” provisions of applicable Canadian securities laws. SNC-Lavalin cautions that, by their nature, forward-looking statements involve known and unknown risks and uncertainties, and that its actual actions and/or results could differ materially from those expressed or implied in such forward-looking statements, or could affect the extent to which a particular projection materializes. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of SNC-Lavalin’s current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of SNC-Lavalin’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. This press release also contains forward-looking statements with respect to: the bought deal public offering and the concurrent private placement and expected timing thereof and use of proceeds therefrom; expected SNC-Lavalin financial performance; SNC-Lavalin’s business model and acquisition strategy; the indebtedness to be incurred under the various elements and components of the Acquisition financing plan and the use thereof; the expected completion of the Acquisition and timing thereof; the aggregate cash consideration payable by SNC-Lavalin in connection with the Acquisition and the anticipated sources of financing thereof; the fact that closing of the Acquisition is conditioned on certain events occurring, and the receipt of all necessary regulatory (including antitrust), shareholder, court and stock exchange approvals; the anticipated consolidated indebtedness of SNC-Lavalin after giving effect to the Acquisition and certain other transactions; anticipated benefits of the Acquisition (including the impact of the Acquisition on SNC-Lavalin’s size, operations, infrastructure, capabilities, development, growth and other opportunities, geographic reach, business portfolio, market position, financial condition, balance sheet, risk profile, margins, cash flow profile, access to capital and overall strategy); the attractiveness of the Acquisition from a financial perspective in various financial metrics; expectations regarding accretion and contribution to earnings, margins and revenues and overall quality thereof, the addition of long-term revenue opportunities, the generation of consistent high-margin revenues, and margin expansion; the ability of SNC-Lavalin to achieve various financial targets following the Acquisition; the ability of the combined entity to capitalize on the global nuclear, power, infrastructure and transportation spending trends and on large scale infrastructure projects; the potential to significantly increase SNC-Lavalin’s global customer base, expand and deepen the areas of the market the combined entity can address, and the manner thereof; the growth opportunities associated with Atkins’ business and the combined entity in key geographies, the ability of the combined entity to benefit therefrom and the manner of achieving such growth; expectations regarding the customer, geographical and sector diversification and global footprint of the combined business; the ability of the combined entity to maintain long-term, repeat business with key clients and to better meet client needs and create cross-selling opportunities; the belief that SNC-Lavalin is well positioned, operationally and financially, to commence its next phase of growth and build a global E&C powerhouse; the expectation of added stability to SNC-Lavalin’s margin and cash flow profile with inherently low financial risk leading to consistent and predictable margin profile; SNC-Lavalin’s ability to create a global, fully integrated professional services and project management company and build a more resilient business model; the strength of SNC-Lavalin’s position as a premier partner to public and private sector clients; the governance of Atkins after the Acquisition, the leveraging of respective core competencies and strategies, the retention and role of Atkins employees and the holding of significant roles for existing Atkins management; the growth of the employee base of the combined entity and the value and capabilities of such employees; the liquidity of the combined entity and its ability to maintain an investment grade credit rating and to continue servicing Atkins’ pension deficit; the maintenance of SNC-Lavalin’s existing dividend policy; the strength of the combined entity as a nuclear services company, and its ability to win and deliver various projects; expectations regarding the strength, complementarity and compatibility of Atkins with SNC-Lavalin’s existing business and management teams; expectations regarding the market positioning of the combined entity; expectations regarding GDP growth rates in global infrastructure investments; expectations regarding the integration of SNC-Lavalin and Atkins and timing thereof; expectations regarding anticipated cost savings, operating efficiencies and operational, competitive and cost synergies resulting from the Acquisition, and the manner of achieving such synergies; and expectations regarding the potential to realise incremental revenue synergies within the combined entity, and minimise potential revenue cannibalisation.
Although SNC-Lavalin believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable and appropriate, it can give no assurance that such statements will prove to be correct. The assumptions are set out throughout SNC-Lavalin’s 2016 Management’s Discussion and Analysis filed with the securities regulatory authorities in Canada, available on SEDAR at www.sedar.com or on SNC-Lavalin’s website at www.snclavalin.com under the “Investors” section (the MD&A) (particularly, in the sections entitled “Critical Accounting Judgments and Key Sources of Estimation Uncertainty” and “How We Analyze and Report our Results”) and, in relation to the Acquisition, the bought deal public offering and the concurrent private placement, include the following material assumptions: the satisfaction of all conditions of closing and the successful completion of, each of the bought deal public offering, the concurrent private placement and the Acquisition within the anticipated timeframe, including receipt of regulatory (including antitrust), shareholder, court and stock exchange approvals; the availability of borrowings to be drawn down under, and the utilization of, various elements and components of the Acquisition financing plan in accordance with their respective terms; the maintenance of SNC-Lavalin’s investment grade credit rating; fulfillment by the underwriters of their obligations pursuant to the underwriting agreement and by CDPQ of its obligations pursuant to the subscription agreement; that no event will occur which would allow the underwriters to terminate their obligations under the underwriting agreement, or which would allow CDPQ to terminate its obligations under the subscription agreement; the successful and timely integration of SNC-Lavalin and Atkins and the realization of the anticipated benefits and synergies of the Acquisition to SNC-Lavalin in the timeframe anticipated, including impacts on growth and accretion in various financial metrics; that no superior acquisition proposal will be received or approved by Atkins’ board of directors and no such superior acquisition proposal will become effective, become or be declared unconditional; the ability of the combined entity to retain key employees of Atkins and its subsidiaries, and the value of such key employees; the realization of expected GDP growth rates in global infrastructure investments, the continued need for significant upgrading of ageing infrastructure in the U.S. and expected wave of large scale infrastructure projects globally; the ability of SNC-Lavalin to satisfy its liabilities and meet its debt service obligations prior to and following completion of the Acquisition, and to continue servicing Atkins’ pension deficit; the ability of SNC-Lavalin to access the capital markets prior to and following the Acquisition; the absence of significant undisclosed costs or liabilities associated with the Acquisition; the accuracy and completeness of Atkins’ public and other disclosure; the absence of significant changes in foreign currency exchange rates or significant variability in interest rates; the ability to hedge exposures to fluctuations in interest rates and foreign exchange rates; no material adverse regulatory decisions being received and the expectation of regulatory stability; no significant operational disruptions or liability due to a catastrophic event or environmental upset caused by severe weather, other acts of nature or other major events; no severe and prolonged downturn in economic conditions; sufficient liquidity and capital resources; the continuation of observed weather patterns and trends; no significant counterparty defaults; the continued availability of industry-leading design, consulting and high-end engineering professionals; the absence of significant changes in taxation and environmental laws and regulations that may materially negatively affect the operations and cash flows of the combined entity; no material change in public policies and directions by governments that could materially negatively affect the combined entity; the maintenance of adequate insurance coverage; the ability to obtain and maintain licences and permits; and no material changes in market conditions.
If these assumptions are inaccurate, SNC-Lavalin’s, Atkins’ or the combined entity’s actual results could differ materially from those expressed or implied in such forward-looking statements. In addition, important risk factors could cause SNC-Lavalin’s, Atkins’ or the combined entity’s assumptions and estimates to be inaccurate and actual results or events to differ materially from those expressed in or implied by these forward-looking statements. These risks include, but are not limited to, those described under the sections “Risks and Uncertainties”, “How We Analyze and Report Our Results” and “Critical Accounting Judgments and Key Sources of Estimation Uncertainty” in SNC-Lavalin’s 2016 MD&A and, with respect to the proposed Acquisition, the bought deal public offering and the concurrent private placement discussed herein specifically, potential risks include: the failure to receive or delay in receiving regulatory approvals (including antitrust and stock exchange), shareholder or court approval or otherwise satisfy the conditions to the completion of the Acquisition or delay in completing the Acquisition and uncertainty regarding the length of time required to complete the Acquisition; the possibility that even if the Acquisition is approved by Atkins’ shareholders and court sanctioned, the Acquisition will not close or that its closing may be delayed; the possibility that SNC-Lavalin be required to pay Atkins a break-fee in certain circumstances; the failure to receive regulatory approvals (including stock exchange) or otherwise satisfy the conditions to the completion of the bought deal public offering and the concurrent private placement or delay in completing the bought deal public offering and the concurrent private placement and the funds thereof not being available to SNC-Lavalin in the time frame anticipated or at all; the occurrence of an event which would allow the underwriters to terminate their obligations under the underwriting agreement or which would allow CDPQ to terminate its obligations under the subscription agreement; potential unavailability of various elements and components of the Acquisition financing plan; alternate sources of funding that would be used to replace the various elements and components of the Acquisition financing plan may not be available when needed, or on desirable terms; increased indebtedness of SNC-Lavalin after the closing of the Acquisition; the failure by SNC-Lavalin to satisfy its liabilities and meet its debt service obligations prior to and following completion of the Acquisition or to continue servicing Atkins’ pension deficit; the risk that SNC-Lavalin’s or Atkins’ business will be adversely impacted during the pendency of the Acquisition; lack of control by SNC-Lavalin on Atkins and its subsidiaries prior to the closing of the Acquisition; the risk that the Acquisition could result in a downgrade of SNC-Lavalin’s credit ratings; potential undisclosed costs or liabilities associated with the Acquisition, which may be significant; impact of acquisition-related expenses; inaccurate or incomplete Atkins publicly disclosed information; historical and pro forma combined financial information may not be representative of future performance; the failure to retain Atkins’ personnel and clients following the Acquisition and risks associated with the loss and ongoing replacement of key personnel; the impact of the announcement of the Acquisition on SNC-Lavalin’s and Atkins’ relationships with third parties, including commercial counterparties, employees and competitors, strategic relationships, operating results and businesses generally; the failure to realize, in the timeframe anticipated or at all, the anticipated benefits and synergies of the Acquisition, including without limitation revenue growth, anticipated cost savings or operating efficiencies and operational, competitive and cost synergies; the possibility that SNC-Lavalin’s integration plan for Atkins could be ill-conceived or poorly executed and result in loss of customers, employees, suppliers or other benefits and goodwill of the Atkins business; factors relating to the integration of SNC-Lavalin and Atkins (such as the impact of significant demands placed on SNC-Lavalin and Atkins as a result of the Acquisition, the time and resources required to integrate both businesses, diversion of management time on integration-related issues, unanticipated costs of integration in connection with the Acquisition, including operating costs or business disruption being greater than expected, and the difficulties and delays associated with such integration); the possibility that Atkins’ board of directors could receive and approve a superior acquisition proposal or a superior acquisition proposal becomes effective, becomes or is declared unconditional; and exchange rate risk and foreign currency exposure risk.
SNC-Lavalin cautions that the foregoing list of factors is not exhaustive. Other risks and uncertainties not presently known to SNC-Lavalin and Atkins or that SNC-Lavalin and Atkins presently believe are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Accordingly, there can be no assurance that the proposed Acquisition will occur or that the anticipated strategic benefits and operational, competitive and cost synergies will be realized in their entirety, in part or at all.
The forward-looking statements contained in this press release are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements herein reflect SNC-Lavalin’s expectations as at the date hereof, and are subject to change after this date. SNC-Lavalin does not undertake any obligation to update publicly or to revise any such forward-looking statements whether as a result of new information, future events or otherwise, unless required by applicable legislation or regulation. All subsequent oral or written forward looking statements attributable to SNC-Lavalin or any of its directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
Financial outlook information contained in this press release about prospective results of operations, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information available as of the date of this press release. Readers are cautioned that such financial outlook information contained in this press release should not be used for the purposes other than for which it is disclosed herein or therein, as the case may be.
Readers are also referred to cautionary language regarding forward-looking statements included in the applicable prospectus supplement.
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