NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
MONTREAL, June 27, 2012 /CNW Telbec/ - GENIVAR Inc. (TSX: GNV) ("GENIVAR" or the "Corporation") is pleased to announce that it has completed today its previously announced bought-deal and private placement subscription receipt financings for aggregate gross proceeds of approximately $422 million.
The Corporation issued 9,375,000 subscription receipts (the "Offering Subscription Receipts") from treasury at a price of $24.00 per Offering Subscription Receipt, on a bought-deal basis, for aggregate gross proceeds of $225 million, through a syndicate of underwriters co-led by CIBC, BMO Capital Markets, National Bank Financial and Barclays Capital Canada (the "Offering"). In addition, the Corporation issued 8,210,610 subscription receipts (the "Placement Subscription Receipts", and together with the Offering Subscription Receipts, the "Subscription Receipts") from treasury at a price of $24.00 per Subscription Receipt by way of a private placement with Canada Pension Plan Investment Board ("CPPIB") and the Caisse de dépôt et placement du Québec (the "Caisse"), for aggregate gross proceeds of $197 million (the "Concurrent Private Placement").
GENIVAR intends to use the proceeds of the Offering and the Concurrent Private Placement, together with funds obtained from new credit facilities, to fund a portion of the purchase price and related transaction costs payable in connection with the previously announced recommended cash offer to acquire all of the issued and outstanding shares of WSP Group PLC, a multi-disciplinary professional services consultancy based in London, U.K. (the "Transaction"). The equity value of the Transaction amounts to approximately $442 million to be paid in cash. Closing of the Transaction is expected to occur on or about July 31, 2012, subject to customary closing conditions.
The proceeds from the Offering and the Concurrent Private Placement will be held in escrow pending the completion of the Transaction. If the Transaction is completed on or prior to 5:00 p.m. (Montreal Time) on December 4, 2012, the net proceeds will be released and each holder of a Subscription Receipt will receive, without additional consideration and without further action, one common share of GENIVAR (the "Common Shares") for each Subscription Receipt held upon closing of the Transaction. If the Transaction does not occur on or prior to 5:00 p.m. (Montreal Time) on December 4, 2012, the proposed scheme of arrangement is not approved or the related capital reduction is not approved at the Court hearing, the Corporation advises the co-lead underwriters or announces to the public that it does not intend to proceed with the Transaction or a termination event occurs under the subscription agreements related to the Concurrent Private Placement, 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 earned on the escrowed funds during the term of the escrow. Upon closing of the Transaction, holders of Subscription Receipts will be entitled to receive an amount for each Subscription Receipt equivalent to the dividends payable by GENIVAR on the Common Shares relating to the June 29, 2012 record date.
An amount of $4,500,000, being 50% of the underwriters' fee in the aggregate amount of $9 million, representing 4% of the aggregate gross proceeds of the Offering, have been paid upon closing of the Offering and the other 50% will be paid upon closing of the Transaction.
Upon closing of the Transaction, each of CPPIB and the Caisse will receive a non-refundable capital commitment payment equal to 4% of the aggregate purchase price for the Placement Subscription Receipts for which each of them has subscribed.
The Offering Subscription Receipts will be listed for trading on the TSX under the symbol GNV.R on June 27, 2012.
Legal advice is being provided to GENIVAR by Stikeman Elliott LLP and with respect to English law, by Linklaters LLP. Legal advice to the underwriters is being provided by Fasken Martineau DuMoulin LLP.
Availability of Documents
Copies of related documents, such as the final prospectus and the Offer related to the Transaction, will be available on SEDAR (www.sedar.com) as part of the public filings of GENIVAR and on GENIVAR's website at www.genivar.com.
Certain information regarding GENIVAR contained herein may constitute forward-looking statements. Forward-looking statements may include statements with respect to, among other things, the use of proceeds from the Offering or the Concurrent Private Placement, the Transaction and aggregate cash consideration payable therewith, the expected closing date of the Transaction, estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Although GENIVAR 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. GENIVAR's forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof and GENIVAR 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.
THIS NEWS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF GENIVAR, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE OR SUBSCRIPTION. THE SUBSCRIPTION RECEIPTS WILL ONLY BE OFFERED IN CERTAIN PROVINCES OF CANADA BY MEANS OF THE PROSPECTUS REFERRED TO ABOVE. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM.
GENIVAR is a leading Canadian professional consulting services firm providing private and public-sector clients with a broad diversity of services in planning, engineering, surveying, environmental sciences, and projects and construction management, as well as architecture through strategic alliances. The Corporation is a fee-for-service professional consultants firm and it reports in one reportable segment, which is commonly referred to as consulting services. GENIVAR is one of the largest professional services firms in Canada by number of employees, with more than 5,500 managers, professionals, technicians, technologists, and support staff in over 100 cities in Canada and abroad. www.genivar.com
For further information:
Chief Financial Officer
Phone: (514) 343-0773 x.5310
Director, Communications and Investor Relations
Phone: (514) 343-0773 x.5648