NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
MONTREAL, April 3, 2017 /CNW Telbec/ - SNC-Lavalin (TSX: SNC) notes the statement made by WS Atkins plc today and confirms that it has made an approach to acquire the entire issued and to be issued share capital of Atkins at a price of 2,080 pence per WS Atkins share in cash. SNC-Lavalin confirms that it is currently in discussions with WS Atkins. A transaction would value WS Atkins at approximately $3.5 billion*.
The making of any firm offer would be subject to the satisfaction of a number of pre-conditions including, but not limited to, due diligence to the satisfaction of SNC-Lavalin, and the recommendation of the board of WS Atkins. There can be no certainty that any firm offer will be made.
SNC-Lavalin reserves the right to waive any of the pre-conditions referred to above. SNC-Lavalin also reserves the right to make an offer at any time at a value below the equivalent of 2,080 pence for each WS Atkins share:
(a) with the agreement and recommendation of the board of Directors of WS Atkins; or
(b) if a third party announces a firm intention to make an offer for WS Atkins which is recommended by the board of WS Atkins.
SNC-Lavalin will have the right to reduce the offer price by the amount of any dividend (or other distribution) which is paid or becomes payable by WS Atkins to WS Atkins shareholders prior to the completion of any transaction.
If the transaction was to proceed, it is currently contemplated that up to $1.9 billion will come from Caisse de dépôt et placement du Québec ("CDPQ") in the form of $400 million in equity and a $1.5-billion non-recourse loan secured by the value and cashflows of our interest in Highway 407. It is also currently contemplated that the balance would be raised using a mix of additional debt and equity and other financing means. The company does not currently expect the total equity portion of the financing, including any equity from CDPQ, to exceed one third of the total consideration. Additionally, the company intends to maintain its investment grade rating following the transaction.
In accordance with Rule 2.6(a) of the UK Takeover Code, SNC-Lavalin is required, by no later than 5.00 p.m. on May 1, 2017, either to announce a firm intention to make an offer for WS Atkins in accordance with Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Takeover Code.
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
* Based on (i) the above possible offer price of 2,080 pence per WS Atkins share (subject to the price reservations set out above), (ii) multiplied by 100,110,799 WS Atkins shares in issue (excluding 4,341,000 ordinary shares held in treasury) as specified in the Rule 2.9 announcement published by WS Atkins on 3 April 2017 and (iii) the GBP:CAD exchange rate of 1.6696 as of 9.00AM (UK time) fix on 3 April 2017 from Bloomberg.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
RBC Europe Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority and is acting as financial adviser to SNC-Lavalin and no one else in connection with the contents of this announcement and will not be responsible to anyone other than SNC-Lavalin for providing the protections afforded to clients, or for providing advice in relation to any matters referred to herein.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication of this announcement
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in any restricted jurisdictions, at www.snclavalin.com no later than 12:00 noon (London time) on April 4, 2017 (being the business day following the date of this announcement) in accordance with Rule 26 of the Takeover Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement includes forward-looking statements, such as SNC-Lavalin's beliefs and expectations regarding the proposed combination of the two businesses. These statements are based on certain assumptions and reflect SNC-Lavalin's current expectations. Forward-looking statements also include statements about SNC-Lavalin's beliefs and expectations related to the proposed transaction and consideration.
There can be no assurance that a definitive agreement will be signed by the parties, or that the proposed transaction will be consummated. The proposed transaction will be subject to various regulatory approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or such conditions will be met. All forward-looking statements in this announcement are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Some of the factors that could cause actual results or events to differ materially from current expectations are discussed in SNC-Lavalin's materials filed with the securities regulatory authorities in Canada. Any forward-looking statements made by or on behalf of SNC-Lavalin speak only as of the date they are made. 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. SNC-Lavalin disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For further information: Media: Louis-Antoine Paquin, Manager, Media Relations, 514-393-8000, ext. 54772, [email protected]; Neil Bennett, Maitland (PR advisor to SNC-Lavalin), +44 (0) 20 7379 5151, [email protected]; Investors: Denis Jasmin, Vice President, Investor Relations, 514-393-8000, ext. 57553, [email protected]; RBC Capital Markets, Kevin J. Smith, Tristan Lovegrove (Corporate Broking), +44 (0) 20 7653 4000