WSP Files Notice of Intention to Acquire Opus International Consultants to Strenghten its Presence in Australia/New Zealand
01 September 2017
WSP Global Inc. (TSX:WSP) ("WSP" or the "Corporation") is pleased to announce that it has entered into an agreement with UEM Edgenta Berhad (KLSE:EDGENTA) ("UEM Edgenta"), 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, 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 approximately 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 December 31, 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:
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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);
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A premium of 58.1 percent to OIC's 52-week high daily closing share price; and
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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.
TRANSACTION HIGHLIGHTS
WSP believes that combining with OIC is an attractive opportunity for both parties for the following reasons:
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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;
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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;
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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
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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.
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Source: WSP - www.wsp-pb.com
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