MONTREAL, April 27, 2017 /CNW Telbec/ - SNC-Lavalin
Group Inc. (TSX: SNC) ("SNC-Lavalin" or the "Corporation")
announced that it has closed its previously announced public
offering (the "Public Offering") of 15,550,000 subscription
receipts (the "Subscription Receipts"), at a price of $51.45 per Subscription Receipt for aggregate
gross proceeds of $800,047,500. Prior
to closing, the syndicate of underwriters, co-led by RBC Capital
Markets, TD Securities and BMO Capital Markets (the "Co-Lead
Underwriters"), and including Scotia Capital Inc., National Bank
Financial Inc., CIBC World Market Inc., HSBC Securities
(Canada) Inc., BNP Paribas
(Canada) Securities Inc., Merrill
Lynch Canada Inc., Desjardins Securities Inc., Citigroup Global
Markets Canada Inc., Raymond James Ltd. and Canaccord Genuity
Corp., also exercised their over-allotment option in full,
resulting in an issuance of 1,555,000 additional Subscription
Receipts for additional gross proceeds of $80,004,750, resulting in aggregate gross
proceeds of $880,052,250. The
Subscription Receipts are expected to begin trading on Thursday April 27, 2017, under the ticker symbol
SNC.R.
SNC-Lavalin has also completed its previously announced private
placement (the "Concurrent Private Placement") of 7,775,000
subscription receipts (the "Placement Subscription Receipts") with
a wholly-owned subsidiary of Caisse de dépôt et placement du Québec
("Caisse"), at a price of $51.45 per
Placement Subscription Receipt for aggregate gross proceeds of
$400,023,750.
SNC-Lavalin intends to use the net proceeds of the Public
Offering and the Concurrent Private Placement to finance the
payment of a portion of the purchase price and related expenses of
its previously announced proposed acquisition (the "Acqusition") of
the entire issued and to be issued share capital of WS Atkins plc
("Atkins").
The net proceeds from the Public Offering and the proceeds from
the Concurrent Private Placement will be held in escrow pending the
completion of the Acquisition. If the Acquisition is completed on
or prior to 11:59 pm (London, UK time) on July 31, 2017 (or such later date as SNC-Lavalin
and Atkins may agree for purposes of the Acquisition closing,
subject to regulatory consents and court approvals, which date
shall be no later than October 27,
2017), the proceeds will be released to the Corporation and
each holder of a Subscription Receipt and Caisse, in its capacity
as holder of the Placement Subscription Receipts, will receive,
without additional consideration and without further action, one
common share of SNC-Lavalin (the "Common Shares") for each
Subscription Receipt or Placement Subscription Receipt, as
applicable, held upon closing of the Acquisition together with,
without duplication, an amount, if any, equal to the amount per
Common Share of any cash dividends for which record dates for the
payment thereof have occurred during the period from April 27, 2017 to the date immediately preceding
the date of the Acquisition closing, less any applicable
withholding taxes.
If the Acquisition does not occur on or prior to 11:59 pm (London,
UK time) on July 31, 2017 (or
such later date as SNC-Lavalin and Atkins may agree for purposes of
the Acquisition closing, subject to regulatory consents and court
approvals, which date shall be no later than October 27, 2017), if the proposed scheme of
arrangement in respect of the Acquisition is not approved by the
requisite majority of Atkins shareholders or not court sanctioned,
or lapses or is withdrawn; or if the Corporation advises the
Co-Lead Underwriters, Caisse and the subscription receipt agent or
announces to the public that it does not intend to proceed with the
Acquisition, the holders of Subscription Receipts and Caisse, as
holder of the Placement Subscription Receipts, will receive a cash
payment equal to the offering price of the Subscription Receipts or
the Placement Subscription Receipts, as applicable, plus their pro
rata share of the interest actually earned on the escrowed funds
during the term of the escrow. 50% of the underwriters' fee was
paid upon closing of the Public Offering and the Concurrent Private
Placement and the other 50% will be paid upon closing of the
Acquisition. Caisse will be paid a subscription fee equal to 4% of
the aggregate amount for which it has directly or indirectly
subscribed for under the Concurrent Private Placement upon closing
of the Acquisition.
Neither the Subscription Receipts nor the underlying Common
Shares offered have been, and they will not be, registered under
the U.S. Securities Act of 1933, as amended, and such securities
may not be offered or sold in the United
States, absent registration or an applicable exemption from
registration. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy the Subscription
Receipts or the underlying Common Shares. The offering or sale of
the Subscription Receipts and the underlying Common Shares shall
not be made in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
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
FORWARD-LOOKING STATEMENTS
This press release contains statements that are or may be
"forward looking statements" or "forward looking information"
within the meaning of applicable Canadian securities laws.
Statements made in this press release that describe SNC-Lavalin's
or management's expectations, objectives, predictions, projections
of the future or strategies may be "forward-looking statements",
which can be identified by the use of the conditional or
forward-looking terminology such as "assumes", "believes",
"continue", "could", "estimates", "expects", "intends", "may",
"should", "strategy", "will", "would", the negative thereof, other
variations thereon or similar terminology, as they relate to
SNC-Lavalin, Atkins or the combined entity following the
Acquisition. This press release also contains forward-looking
statements with respect to: the Public Offering and the Concurrent
Private Placement and use of proceeds therefrom; SNC-Lavalin's
business model and acquisition strategy; the expected completion of
the Acquisition and timing thereof; the anticipated sources
of financing of the Acquisition; the fact that closing of the
Acquisition is conditional on certain events occurring, and the
receipt of all necessary regulatory (including antitrust),
shareholder, court and stock exchange approvals. Forward-looking
statements also include any other statements that do not refer to
historical facts. All such forward-looking statements are made
pursuant to the "safe-harbour" provisions of applicable Canadian
securities laws. SNC-Lavalin cautions that, by their nature,
forward-looking statements involve known and unknown risks and
uncertainties, and that its actual actions and/or results could
differ materially from those expressed or implied in such
forward-looking statements, or could affect the extent to which a
particular projection materializes. Forward-looking statements are
presented for the purpose of assisting investors and others in
understanding certain key elements of SNC-Lavalin's current
objectives, strategic priorities, expectations and plans, and in
obtaining a better understanding of SNC-Lavalin's business and
anticipated operating environment. Readers are cautioned that such
information may not be appropriate for other purposes.
Although SNC-Lavalin believes that the expectations, opinions,
projections, and comments reflected in these forward-looking
statements are reasonable and appropriate, it can give no assurance
that such statements will prove to be correct. The assumptions are
set out throughout SNC-Lavalin's 2016 Management's Discussion and
Analysis filed with the securities regulatory authorities in
Canada, available on
SEDAR at www.sedar.com or on SNC-Lavalin's website at
www.snclavalin.com under the "Investors" section (the MD&A)
(particularly, in the sections entitled "Critical Accounting
Judgments and Key Sources of Estimation Uncertainty" and "How We
Analyze and Report our Results"). Material assumptions in relation
to the Acquisition, the Public Offering and the Concurrent Private
Placement include the satisfaction of all conditions of closing and
the successful completion of the Acquisition within the anticipated
timeframe, including receipt of regulatory (including antitrust),
shareholder, court and stock exchange approvals.
If these assumptions are inaccurate, SNC-Lavalin's, Atkins' or
the combined entity's actual results could differ materially from
those expressed or implied in such forward-looking statements. In
addition, important risk factors could cause SNC-Lavalin's, Atkins'
or the combined entity's assumptions and estimates to be inaccurate
and actual results or events to differ materially from those
expressed in or implied by these forward-looking statements. With
respect to the proposed Acquisition, the Public Offering and the
Concurrent Private Placement discussed herein specifically,
potential risks include: the failure to receive or delay in
receiving regulatory approvals (including antitrust and stock
exchange), shareholder or court approval or otherwise satisfy the
conditions to the completion of the Acquisition or delay in
completing the Acquisition and uncertainty regarding the length of
time required to complete the Acquisition; the possibility that
even if the Acquisition is approved by Atkins' shareholders and
court sanctioned, the Acquisition will not close or that its
closing may be delayed; the possibility that SNC-Lavalin be
required to pay Atkins a break-fee in certain circumstances;
potential unavailability of various elements and components of the
Acquisition financing plan; alternate sources of funding that would
be used to replace the various elements and components of the
Acquisition financing plan may not be available when needed, or on
desirable terms; increased indebtedness of
SNC-Lavalin after the closing of
the Acquisition; the failure by SNC-Lavalin to satisfy its
liabilities and meet its debt service obligations prior to and
following completion of the Acquisition or to continue servicing
Atkins' pension deficit; the risk that SNC-Lavalin's or Atkins'
business will be adversely impacted during the pendency of the
Acquisition; lack of control by SNC-Lavalin on Atkins and its
subsidiaries prior to the closing of the Acquisition; the risk
that the Acquisition could result
in a downgrade of SNC-Lavalin's credit ratings; potential
undisclosed costs or liabilities associated with the Acquisition,
which may be significant; impact of acquisition-related expenses;
inaccurate or incomplete Atkins publicly disclosed information; the
failure to retain Atkins' personnel and clients following the
Acquisition and risks associated with the loss and ongoing
replacement of key personnel; the impact of the announcement of the
Acquisition on SNC-Lavalin's and Atkins' relationships with third
parties, including commercial counterparties, employees and
competitors, strategic relationships, operating results and
businesses generally; the failure to realize, in the timeframe
anticipated or at all, the anticipated benefits and synergies of
the Acquisition, including without limitation revenue growth,
anticipated cost savings or operating efficiencies and operational,
competitive and cost synergies; the possibility that SNC-Lavalin's
integration plan for Atkins could be ill-conceived or poorly
executed and result in loss of customers, employees, suppliers or
other benefits and goodwill of the Atkins business; factors
relating to the integration of SNC-Lavalin and Atkins (such as the
impact of significant demands placed on SNC-Lavalin and Atkins as a
result of the Acquisition, the time and resources required to
integrate both businesses, diversion of management time on
integration-related issues, unanticipated costs of integration in
connection with the Acquisition, including operating costs or
business disruption being greater than expected, and the
difficulties and delays associated with such integration); the
possibility that Atkins' board of directors could receive and
approve a superior acquisition proposal or a superior acquisition
proposal becomes effective, becomes or is declared unconditional;
and exchange rate risk and foreign currency exposure risk.
SNC-Lavalin cautions that the foregoing list of factors is not
exhaustive. Other risks and uncertainties not presently known to
SNC-Lavalin and Atkins or that SNC-Lavalin and Atkins presently
believe are not material could also cause actual results or events
to differ materially from those expressed in its forward-looking
statements. Accordingly, there can be no assurance that the
proposed Acquisition will occur or that the anticipated strategic
benefits and operational, competitive and cost synergies will be
realized in their entirety, in part or at all.
The forward-looking statements contained in this press release
are expressly qualified in their entirety by the foregoing
cautionary statements. The forward-looking statements herein
reflect SNC-Lavalin's expectations as at the date hereof, and are
subject to change after this date. SNC-Lavalin does not undertake
any obligation to update publicly or to revise any such
forward-looking statements whether as a result of new information,
future events or otherwise, unless required by applicable
legislation or regulation. 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.
SOURCE SNC-Lavalin