Subject: TAKEOVERS/ LETTER of INTENT
WSP Agrees to Acquire UEM Edgenta Berhad's 61.2% Shareholding in Opus International Consultants and Files Notice of Intention to Acquire Opus International Consultants
MONTREAL, QUEBEC--(Marketwired - Aug. 13, 2017) - WSP Global Inc. (TSX:WSP) ("WSP" or the "Corporation") and UEM Edgenta Berhad (KLSE:EDGENTA) ("UEM Edgenta") are pleased to announce that they have entered into an agreement today under which WSP will acquire UEM Edgenta's 61.2% in Opus International Consultants Limited (NZSE:OIC) ("OIC"), through a New Zealand takeover offer. WSP has today, through a wholly-owned subsidiary, filed a notice of intention to make this takeover offer, in cash, for 100% of the fully paid shares in OIC at NZ$1.78 per OIC share (the "Offer"). The Offer values the entire issued share capital of OIC at approximately NZ$263.2 million (C$243.4 million).
In addition, the terms of the Offer allow the OIC board to declare and pay to OIC shareholders a fully imputed cash dividend of up to NZ$0.07 per OIC share without an Offer price adjustment. The Offer and a NZ$0.07 dividend would represent cash proceeds to OIC shareholders of NZ$1.85 per OIC share.
OIC is a multi-disciplinary infrastructure (transportation and water), buildings and asset development/management consultancy with over 3,000 engineers, designers, planners, researchers and advisers across New Zealand, Australia, Canada and the United Kingdom. In New Zealand, OIC operates from a network of 36 offices and employs over 1,800 staff. For the year ended 31 December 2016, OIC reported revenue of approximately NZ$471 million (C$435 million) and operating EBITDA of approximately NZ$28.3 million (C$26.2 million).
KEY TERMS OF THE OFFER
The cash Offer price of NZ$1.78 per OIC share combined with the cash dividend of NZ$0.07 per OIC share represents a very attractive premium to OIC's current share price and the recent trading history of OIC. WSP believes it represents a compelling offer for all OIC shareholders, specifically being at:
- A premium of 86.9 percent to the closing price per OIC Share of NZ$0.99 on August 11, 2017 (being the last business day prior to this announcement);
- A premium of 58.1 percent to OIC's 52-week high daily closing share price; and
- Premiums of 85.1 percent and 84.8 percent to the one and three-month volume weighted average price per OIC Share, respectively, for the period ended on August 11, 2017.
OIC is listed on the New Zealand Stock Exchange and the Offer is to be effected by means of a takeover offer under the New Zealand Takeovers Code.
OIC's major shareholder, UEM Edgenta, owns its 61.2% of the shares in OIC via Opus International (NZ) Limited ("ONZ") and Opus Group Berhad ("OGB"), both wholly owned subsidiaries of UEM Edgenta. OGB is not part of OIC and will be retained by UEM Edgenta. OGB's business is focussed on project management and design consultancy operating in Malaysia and Indonesia.
To confirm its support of the offer, UEM Edgenta has entered into a Lock-Up Agreement to sell its shareholding in OIC to WSP, subject to its shareholder approval at a General Meeting ("GM") to be convened in the Fourth Quarter of 2017. UEM Edgenta's major shareholder, UEM Group Berhad ("UEM Group") has provided an undertaking to vote in favour of the proposed divestment.
Dato' Azmir Merican, Managing Director/Chief Executive Officer of UEM Edgenta, said: "Proceeds from the proposed divestment will be used to pare down debts. It will also provide UEM Edgenta with the financial resources and enable management to focus on driving as well as supporting organic growth and operational excellence initiatives in our core sectors spanning healthcare, infrastructure and real estate in key markets namely Malaysia, Singapore, Indonesia, Taiwan, India, other South East Asian countries and the Middle East region."
TRANSACTION HIGHLIGHTS
WSP believes that combining with OIC is an attractive opportunity for both parties for the following reasons:
- Through WSP's strong global presence, OIC will be able to greatly leverage WSP's customer base and strong international brand equity to significantly bolster its positioning and growth outside of New Zealand;
- Importantly, a full combination of the two businesses will provide OIC employees with a larger platform to improve their career opportunities and advance their ability to work globally, while benefiting from global best practice and strong local knowledge;
- It provides an opportunity for WSP to improve its presence and expertise in the Australia/New Zealand market, particularly in New Zealand, where OIC has a leadership presence. On a pro forma basis, OIC's operations would increase WSP's percent of net revenues in APAC from 14% to 20% of its total net revenues; and
- It provides an opportunity for WSP to leverage OIC's expertise in the infrastructure (transportation and water) and building sectors as well as in asset development/management.
Commenting on the Offer, Alexandre L'Heureux, President and Chief Executive Officer of WSP, said: "We believe our offer is attractive to OIC shareholders, customers and employees. The transaction, which is in line with our 2015-2018 Strategic Plan, will enable us to fulfil our strategic ambitions of enhancing our activities in the Australia/New Zealand region, while strengthening our expertise in the water-related infrastructure sector and asset development/management. The combination of skills and compatible cultures will provide a great foundation for the two organizations to work together effectively on selected projects, creating attractive and value-enhancing solutions for our clients."
The draft Offer document and the Lock-Up Agreement that WSP has entered into with UEM Edgenta have been released to the NZX and will also be filed on SEDAR at sedar.com.
Rothschild and its New Zealand alliance partner, Cameron Partners Limited, are jointly acting as financial adviser to WSP in respect of the Offer. Chapman Tripp is acting as legal adviser to WSP in respect of the Offer.
ABOUT OIC
OIC is a leading multi-disciplinary infrastructure consultancy with over 3,000 engineers, designers, planners, researchers and advisers and over 12,000 clients across New Zealand, Australia, Canada, the United States and the United Kingdom. In New Zealand, OIC operates from a network of 40 offices and employs over 1,800 staff. OIC provides services on leading infrastructure projects for both the public and private sectors. OIC offers fully integrated asset development and management services at all phases of the lifecycle including concept development planning, detailed design, procurement, construction, commissioning, operation, maintenance, rehabilitation and upgrading. www.opus.co.nz
ABOUT WSP
As one of the world's leading professional services firms, WSP provides technical expertise and strategic advice to clients in the Property & Buildings, Transportation & Infrastructure, Environment, Industry, Resources (including Mining and Oil & Gas) and Power & Energy sectors. We also offer highly specialized services in project delivery and strategic consulting. Our experts include engineers, advisors, technicians, scientists, architects, planners, surveyors and environmental specialists, as well as other design, program and construction management professionals. With approximately 37,000 talented people in more than 500 offices across 40 countries, we are uniquely positioned to deliver successful and sustainable projects, wherever our clients need us. www.wsp.com
ABOUT UEM EDGENTA BERHAD
UEM Edgenta, the 4th core division of UEM Group Berhad, is a leading Total Asset Solutions player in the region. Listed on the Main Market of Bursa Malaysia Securities Berhad, it is a leader in Total Asset Solutions with businesses providing three (3) key offerings i.e. Consultancy, Services and Solutions across healthcare, infrastructure and real estate sectors. UEM Edgenta's full suite of services throughout the asset life cycle include consultancy, procurement and construction planning, operations and maintenance, as well as optimisation, rehabilitation and upgrades. UEM Edgenta has operational presence in Malaysia, Singapore, Indonesia, Taiwan, India and the MENA region. www.uemedgenta.com
FORWARD-LOOKING STATEMENTS
Certain information regarding WSP contained herein may constitute forward-looking statements. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although WSP 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. WSP's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The complete version of the cautionary note regarding forward-looking statements as well as a description of the relevant assumptions and risk factors likely to affect WSP's actual or projected results are included in the Management's Discussion and Analysis for the year ended December 31, 2016, which is available on SEDAR at www.sedar.com. The forward-looking statements contained in this press release are made as of the date hereof and WSP 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.
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