MONTREAL, April 27, 2017 /CNW Telbec/ - SNC-Lavalin Group Inc. (TSX: SNC) ("SNC-Lavalin" or the "Corporation") announced that it has closed its previously announced public offering (the "Public Offering") of 15,550,000 subscription receipts (the "Subscription Receipts"), at a price of $51.45 per Subscription Receipt for aggregate gross proceeds of $800,047,500. Prior to closing, the syndicate of underwriters, co-led by RBC Capital Markets, TD Securities and BMO Capital Markets (the "Co-Lead Underwriters"), and including Scotia Capital Inc., National Bank Financial Inc., CIBC World Market Inc., HSBC Securities (Canada) Inc., BNP Paribas (Canada) Securities Inc., Merrill Lynch Canada Inc., Desjardins Securities Inc., Citigroup Global Markets Canada Inc., Raymond James Ltd. and Canaccord Genuity Corp., also exercised their over-allotment option in full, resulting in an issuance of 1,555,000 additional Subscription Receipts for additional gross proceeds of $80,004,750, resulting in aggregate gross proceeds of $880,052,250. The Subscription Receipts are expected to begin trading on Thursday April 27, 2017, under the ticker symbol SNC.R.
SNC-Lavalin has also completed its previously announced private placement (the "Concurrent Private Placement") of 7,775,000 subscription receipts (the "Placement Subscription Receipts") with a wholly-owned subsidiary of Caisse de dépôt et placement du Québec ("Caisse"), at a price of $51.45 per Placement Subscription Receipt for aggregate gross proceeds of $400,023,750.
SNC-Lavalin intends to use the net proceeds of the Public Offering and the Concurrent Private Placement to finance the payment of a portion of the purchase price and related expenses of its previously announced proposed acquisition (the "Acqusition") of the entire issued and to be issued share capital of WS Atkins plc ("Atkins").
The net proceeds from the Public Offering and the proceeds from the Concurrent Private Placement 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 proceeds will be released to the Corporation and each holder of a Subscription Receipt and Caisse, in its capacity as holder of the Placement Subscription Receipts, will receive, without additional consideration and without further action, one common share of SNC-Lavalin (the "Common Shares") for each Subscription Receipt or Placement Subscription Receipt, as applicable, held upon closing of the Acquisition together with, without duplication, an amount, if any, equal to the amount per Common Share of any cash dividends for which record dates for the payment thereof have occurred during the period from April 27, 2017 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, Caisse and the subscription receipt agent or announces to the public that it does not intend to proceed with the Acquisition, the holders of Subscription Receipts and Caisse, as holder of the Placement Subscription Receipts, will receive a cash payment equal to the offering price of the Subscription Receipts or the Placement Subscription Receipts, as applicable, 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 was paid upon closing of the Public Offering and the Concurrent Private Placement and the other 50% will be paid upon closing of the Acquisition. Caisse will be paid a subscription fee equal to 4% of the aggregate amount for which it has directly or indirectly subscribed for under the Concurrent Private Placement upon closing of the Acquisition.
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, 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.
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
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. Statements made in this press release that describe SNC-Lavalin's or management's expectations, 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 "assumes", "believes", "continue", "could", "estimates", "expects", "intends", "may", "should", "strategy", "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. This press release also contains forward-looking statements with respect to: the Public Offering and the Concurrent Private Placement and use of proceeds therefrom; SNC-Lavalin's business model and acquisition strategy; the expected completion of the Acquisition and timing thereof; the anticipated sources of financing of the Acquisition; the fact that closing of the Acquisition is conditional on certain events occurring, and the receipt of all necessary regulatory (including antitrust), shareholder, court and stock exchange approvals. Forward-looking statements also include any other statements that do not refer to historical facts. 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.
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"). Material assumptions in relation to the Acquisition, the Public Offering and the Concurrent Private Placement include the satisfaction of all conditions of closing and the successful completion of the Acquisition within the anticipated timeframe, including receipt of regulatory (including antitrust), shareholder, court and stock exchange approvals.
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. With respect to the proposed Acquisition, the 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; 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; 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.
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