The Québec company announces an acquisition, becoming one of the 20 largest engineering services companies in the world
Montréal, June 7, 2012 – The Caisse de dépôt et placement du Québec announced today an investment of $98.5 million in the Québec company GENIVAR. The investment is part of the acquisition of U.K.-based WSP Group plc, which has operations in over 30 countries. This transaction should enable GENIVAR to raise its profile across all continents, thereby strengthening its position in international markets.
When this transaction closes, the Caisse will hold close to 15% of the company’s equity.
“Investing in GENIVAR, as it becomes one of the 20 largest engineering companies in the world, enables us not only to participate in the international growth of a promising Québec company, but also to generate attractive returns for our depositors,” said Normand Provost, Executive Vice-President, Private Equity at the Caisse. “By completing the acquisition of a European leader, GENIVAR broadens its client base, diversifies its expertise and expands its geographical coverage across the globe. Through this investment by the Caisse, Quebecers will continue to benefit from the success of this Québec company.”
“Growing from a company that was initially only active in Québec, we are on track to becoming a global leader,” explained Pierre Shoiry, President and Chief Executive Officer of GENIVAR. “This accomplishment would not have been possible without the support of many local players, including the Caisse. We are proud to be able to count on such a partner at a historical moment in the life of GENIVAR.”
TECHNICAL DESCRIPTION OF THE TRANSACTION
The Caisse de dépôt et placement du Québec (the "Caisse") subscribed, under the terms of a subscription agreement (the "Subscription Agreement"), for 4,105,305 subscription receipts ("Subscription Receipts") in GENIVAR inc. [TSX: GNV] ("GENIVAR").
The subscription was made through private equity under the accredited investor exemption pertaining to the applicable securities regulations.
The effective date of this subscription (the "Closing Date") is scheduled on or close to June 27, 2012.
This subscription is being carried out as part of GENIVAR’s acquisition of all outstanding shares in WSP Group plc’s share capital carried out through the scheme of arrangement under the Companies Act 2006 (United Kingdom) (the "Transaction").
Under the terms of the Subscription Agreement, each Subscription Receipt, at a unit price of $24.00 per Subscription Receipt, i.e., a total purchase price of $98,527,320 (the "Subscription Price"), gives the right to receive, when the Transaction closes ("Transaction Closing"), one common share of GENIVAR’s share capital (collectively, "Equity"), without additional consideration or formality. At the Closing Date, the Subscription Price will be held by an escrow agent, acting as a subscription receipt agent ("Subscription Receipt Agent") based on the terms of the subscription receipt agreement concluded between GENIVAR, the Caisse and the Subscription Receipt Agent.
Prior to this subscription, the Caisse held 3,250,000 common shares in GENIVAR.
Following this subscription, and subject to the Transaction Closing, the Caisse will hold a total of 7,355,305 common shares in GENIVAR, ("Total Equity"), or 14.58% of GENIVAR’s common shares outstanding.
The Subscription Receipts and Equity are subject to a statutory holding period. Furthermore, the Caisse agreed to extend this period to June 21, 2013 inclusively for the Total Equity, subject to the possibility for the Caisse to dispose of a third of the Total Equity on or after December 21, 2012, another third on or after March 21, 2013 and the balance of the Total Equity on or after June 21, 2013.
Furthermore, under the terms of the Subscription Agreement, the Caisse agreed to participate in a dividend reinvestment plan for the Total Equity, for each dividend whose reference date is on or before July 1, 2013.
This transaction was carried out for investment purposes and the Caisse will be able to increase or decrease its investment in GENIVAR in response to market conditions or other relevant factors.
GENIVAR is a leading Canadian consulting services firm providing private and public-sector clients with a full range of professional consulting services through all project phases, including planning, design, construction and maintenance. Ranging in size, its clients operate in various market segments, including the building, industrial and energy, municipal infrastructure, transportation and environmental sectors. GENIVAR is one of the largest engineering services companies in Canada by number of employees, with more than 5,000 managers, professionals, technicians, technologists and support staff in over 100 cities in Canada and internationally. www.genivar.com
ABOUT THE CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
The Caisse de dépôt et placement du Québec is a financial institution that manages funds primarily for public and private pension and insurance plans. As at December 31, 2011, it held $159.0 billion in net assets. As one of Canada’s leading institutional fund managers, the Caisse invests in major financial markets, private equity and real estate. For more information: www.lacaisse.com.
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