PORTLAND, Ore., Oct.
8, 2013 /PRNewswire/ -- Cardno Limited (ASX: CDD), a
professional infrastructure and environmental services company, has
signed an agreement to acquire Haynes Whaley Associates, a 100
person structural engineering firm headquartered in Houston, Texas, with additional offices in
Reston, Virginia and Austin, Texas.
(Logo: http://photos.prnewswire.com/prnh/20110907/MM64542LOGO)
The acquisition is expected to contribute approximately
US$20 million in revenue and
US$4.6 million in EBITDA over the
next twelve months. The acquisition will be immediately earnings
per share accretive. The acquisition has an effective date of
8 October 2013.
Once the agreement is finalized, Cardno will pay up to
US$22.25 million for the purchase of
Haynes Whaley Associates. Around ten percent (10%) of the purchase
price is subject to achieving performance targets over the next 12
months, with an additional fifteen percent (15%) of the purchase
price deferred for 24 months.
Haynes Whaley will become a part
of Cardno's American operations and will operate as Cardno Haynes
Whaley, Inc. moving forward. The addition of Haynes Whaley significantly enhances Cardno's
structural engineering capabilities across a broad range of
commercial, public, and institutional clients. The firm works
nationally as well as internationally, with project experience
across 40 US states, Africa, the
Caribbean, Malaysia, and Singapore. Combining this expertise with
Cardno's current engineering portfolio creates a strong platform to
deliver added value to both firm's existing clients.
Cardno Managing Director, Andrew
Buckley, remarked, "The acquisition expands Cardno's
capabilities into the structural engineering field within the
Americas. In particular this expansion will drive additional
opportunities for cross-selling structural engineering services to
existing Cardno clients, and offering Haynes Whaley Associates
clients access to the broader range of Cardno's engineering and
environmental services."
Clients of Haynes Whaley include
developers, architects and a range of public, institutional and
private entities such as the City of
Houston, Walt Disney Imagineering, the State of Texas university systems, the
National Institutes of Health, the General Services Administration,
Rice University, Trammel Crow Company,
Exxon Mobil and NASA.
Larry E. Whaley, President of
Haynes Whaley Associates remarked, "Haynes Whaley Associates' focus
has always been to provide structural engineering expertise with
the highest level of integrity to our clients. We are pleased to
join Cardno, a company that shares our values and corporate culture
and offers us the ability to continue to grow our business by
expanding our services domestically and globally through their 290
offices worldwide."
Upon completion of the transaction Haynes Whaley Associates' key
management will become Cardno shareholders and will remain active
in the company.
The acquisition is funded by an approximate mix of 75% cash and
25% shares. Approximately 550,545 shares will be issued at a price
of $6.21 per share. The cash
component will be funded from available cash and debt facilities.
Shares issued as part of the deferred payment and earn-out will be
based on the 10 day volume average weighted price at the time of
payment.
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Contacts:
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Mr Andrew
Buckley
Managing
Director
Ph: +61 (0)7 3369
9822
Mobile: +61 (0)412
059 526
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Mr Graham
Yerbury
Chief Financial
Officer
Ph: +61 7 3877
6990
Mobile: +61 (0) 450 324
613
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About Cardno: Cardno is an ASX200 professional
infrastructure and environmental services company, with specialist
expertise in the development and improvement of physical and social
infrastructure for communities around the world. Cardno's team
includes leading professionals who plan, design, manage and deliver
sustainable projects and community programs. Cardno is an
international company, listed on the Australian Securities Exchange
[ASX: CDD]. www.cardno.com.
SOURCE Cardno USA