Canadian professional services provider Genivar Inc. has agreed to buy U.K. peer WSP Group plc for an enterprise value of £400 million ($617.8 million), including pension liabilities.
Genivar said late Thursday, June 7, it will offer 435 pence per WSP share in cash, equivalent to £278 million for all the equity, and 67% more than Thursday's closing price.
The enlarged Genivar will retain its Toronto Stock Exchange listing and enlist WSP CEO Christopher Cole as chairman. Genivar CEO Pierre Shoiry will remain at the helm.
Montreal-based Genivar's services include planning, engineering, surveying, environmental sciences, and projects and construction management, mainly in Canada but also in the U.S., France, Colombia and Trinidad and Tobago. As of Thursday's close its market value was C$823 million ($795.8 million).
Long seen as a bid target, WSP, of London, specializes in property, transport and infrastructure, industry, energy and environment projects, and is present in over 30 countries. WSP's geographic diversification has mitigated the impact of the U.K.'s protracted economic downturn, though its shares before the deal with Genivar were trading at less than half their pre-credit crisis valuation.
"With complementary geographic footprints, end-market exposures and service offerings and very limited client overlap, the business fit between Genivar and WSP is expected to provide revenue diversification as well as enhanced capabilities to serve better their combined client base on a global basis," the companies said.
Genivar has lined up the firm or provisional backing of investors holding more than 37% of WSP for its scheme of arrangement takeover.
Genivar said it is paying 7.8 times WSP's 2011 Ebitda including pension liabilities, or 6.8 times without them. It expects the deal to boost earnings immediately before revenue and cost synergies. It will finance the purchase through a
C$225 million offering of subscription receipts at C$24.00 apiece; a C$197 million private placement of subscription receipts at the same price with shareholders Canada Pension Plan Investment Board and the Caisse de dépôt et placement du Québec; and
a new C$400 million revolving credit facility.
The companies expect the transaction to close around the end of July.
WSP's advisers are Rothschild's Paul Simpson, Neil Thwaites and Jonathan Slaughter and Jefferies Hoare Govett's Nick Adams, Paul Nicholls and Graham Hertrich.
Barclays plc's Trond Lossius, George Murphy, Mark Todd and Ray Raimondi advised Genivar.
Genivar took legal advice from Linklaters LLP. WSP was advised by Nabarro LLP, while a Sullivan & Cromwell LLP team led by Ben Perry advised Canada Pension Plan Investment Board
WSP's shares Friday morning were trading at 434 pence, just below the value of the Genivar offer.