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.
About SNC-Lavalin
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.
Forward-looking Statements
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.
SOURCE SNC-Lavalin