SNC-Lavalin completes transformative acquisition of WS Atkins

SNC-Lavalin Group Inc. (TSX: SNC) (“SNC-Lavalin” or the “Corporation”) is pleased to announce that it has completed its acquisition of WS Atkins plc (“Atkins”), one of the world’s most respected consultancies in design, engineering and project management, with a leadership position across the infrastructure, transportation and energy sectors. Headquartered in the UK, Atkins is a geographically diversified global company with approximately 18,000 employees in the US, Middle East and Asia, together with a leading position in the UK and Scandinavia.

The acquisition of Atkins creates a global fully integrated professional services and project management company – including capital investment, consulting, design, engineering, construction, sustaining capital and operations and maintenance. Together, we will have over 50,000 employees and annual revenues of approximately C$12 billion¹. This acquisition increases our customer base, geographic reach and scale, making us a true global player with more balanced revenue coverage worldwide, while strengthening our position globally to develop and capitalize on the infrastructure, rail & transit, nuclear and renewables markets. 

The acquisition is expected to improve SNC-Lavalin’s quality of earnings, adding approximately C$3.5 billion¹ of consistent comparatively high-margin revenue, with ongoing revenue from framework and master service agreements, providing long-term repeat business. It further reduces our business risk profile and is expected to improve overall margins, as Atkins operates a consultancy business model, adds a significant amount of reimbursable projects, and fixed-price lump sum contracts do not carry any procurement or construction risk. 

Heath Drewett, Group Finance Director and Executive Director of Atkins, now becomes President of Atkins, SNCLavalin’s fifth business sector, and a member of SNC-Lavalin’s executive committee, reporting directly to Neil Bruce.

Over the coming months, teams from both organizations will work together to integrate both companies in order to create value for all stakeholders and realize expected synergies from the acquisition. SNC-Lavalin has a strong record of successful integrations and is committed to leveraging the best practices from each organization to ensure that the two companies are combined with speed, diligence and efficiency.

The acquisition is expected to deliver approximately C$120 million in cost synergies – approximately C$30 million from SNC-Lavalin and C$90 million from Atkins – by the end of the first full financial year. These synergies would mainly include eliminating corporate and listing costs, optimizing corporate and back-office functions and shared services, streamlining IT systems, and real estate consolidation where appropriate.

As previously announced by Atkins, Atkins shareholders voted in favour of the acquisition at a meeting convened by order of the High Court of Justice in England and Wales (the “Court”) and a general meeting, both held on June 26, 2017. The acquisition was structured as a scheme of arrangement and the Court sanctioned the scheme on June 29, 2017. Following the sanction of the Court, the acquisition became effective in accordance with its terms on July 3, 2017 (the “Effective Date”).

Acquisition Financing Update

The aggregate cash consideration for the acquisition of £20.80 per Atkins share in cash for a total consideration of approximately C$3.6 billion* was financed using the net proceeds from the Corporation’s previously announced C$880 million public bought deal offering of subscription receipts completed through a syndicate of underwriters; a C$400 million concurrent private placement of subscription receipts with the Caisse de dépôt et placement du Québec (the “Caisse”); a C$1.5 billion loan² from the Caisse to SNC-Lavalin Highway Holdings Inc. (the entity that holds SNC-Lavalin’s 16.77% interest in Highway 407ETR through 407 International Inc.); a new £300 million unsecured term loan with a syndicate of North American banks as well as approximately £200 million drawn under the Corporation’s existing syndicated credit facility.

With the closing of the acquisition now effective, each subscription receipt will be exchanged for one common share in the capital of the Corporation (each, a “Common Share”) without additional consideration and without further action by the holders of subscription receipts. Holders of subscription receipts are also entitled to receive a cash amount for each subscription receipt equivalent to the dividend paid by the Corporation on each Common Share on June 1, 2017, less any applicable withholding taxes.

SNC-Lavalin expects that trading in the subscription receipts will be halted from the Toronto Stock Exchange (the “TSX”) before the opening of the market on July 4, 2017, that the transfer register maintained by the subscription receipt agent will be closed and that the subscription receipts will be delisted by the TSX after close of business on July 4, 2017. Trading on the TSX of the underlying Common Shares is expected to begin at the opening of the market on July 4, 2017.

It is expected that settlement of the consideration to which the relevant Atkins shareholders are entitled will be effected not later than 14 days after the Effective Date, in accordance with the terms of the scheme of arrangement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction. This press release does not constitute an offer to sell or the solicitation to buy securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

¹Pro forma financials for the financial year ended December 31, 2016 based on SNC-Lavalin fiscal year ended December 31, 2016 and Atkins twelve month period ended September 30, 2016.

²This loan is secured by the full value of SNC-Lavalin Highway Holdings' shares in Highway 407 and the cash flows generated from such shares.

* Based on the offer price of £20.80 per Atkins share, multiplied by 100,110,799 Atkins shares in issue (excluding 4,341,000 ordinary shares held in treasury) as specified in the Rule 2.9 announcement published by Atkins on April 3, 2017 and by the GBP: CAD exchange rate of 1.7229 (as of 5.00 p.m. U.K. time on April 19, 2017 as per Bloomberg).

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, including those regarding the expected impact of the acquisition on SNC-Lavalin’s strategic and operational plans and financial results. 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. Forward-looking statements also include any other statements that do not refer to historical facts. Forward-looking statements also include, but are not limited to, future capital expenditures, revenues, expenses, earnings, economic performance, cash flows, indebtedness, financial condition, losses and future prospects; and business and management strategies and expansion and growth prospects of SNC-Lavalin’s and the combined entity’s operations. The pro forma information set forth in this press release should not be considered to be what the actual financial position or other results of operations would have necessarily been had the acquisition been completed as, at, or for the periods stated. 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.

This press release also contains forward-looking statements with respect to: expected SNC-Lavalin financial performance; SNC-Lavalin’s business model and overall strategy; the settlement of the consideration to Atkins shareholders and the timing thereof; anticipated benefits of the acquisition (including the impact of the acquisition on SNC-Lavalin’s size, operations, infrastructure, expertise, capabilities, development, growth and other opportunities, customer base, geographic reach, scale, business portfolio, market position, financial condition, revenue coverage, and risk profile); expectations regarding accretion and contribution to earnings, margins and revenues and overall quality thereof, the addition of consistent high-margin revenues, and margin expansion; the ability of the combined entity to develop and capitalize on the infrastructure, rail & transit, nuclear and renewables markets; expected growth and development opportunities associated with Atkins’ business and the combined entity; the ability of the combined entity to maintain long-term, repeat business and to better meet client needs and create cross-selling opportunities; the ability of SNC-Lavalin to deliver on its strategy of establishing itself in the top 3 in the industry globally and to create a global, fully integrated professional services and project management company; the leveraging of respective core competencies and strategies, the retention and role of Atkins employees and the holding of significant roles for existing Atkins management; the growth of the employee base of the combined entity and the value and capabilities of such employees; expectations regarding the strength, complementarity and compatibility of Atkins with SNC-Lavalin’s existing business and management teams; expectations regarding the integration of SNC-Lavalin and Atkins and efficiency and timing thereof; and expectations regarding anticipated cost savings and cost synergies resulting from the acquisition, and the manner of achieving such synergies.

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”) and, in relation to the acquisition, include the following material assumptions: the maintenance of SNC-Lavalin’s investment grade credit rating; the successful and timely integration of SNC-Lavalin and Atkins and the realization of the anticipated benefits and synergies of the acquisition to SNC-Lavalin in the timeframe anticipated, including impacts on growth and accretion in various financial metrics; the ability of the combined entity to retain key employees of Atkins and its subsidiaries, and the value of such key employees; the realization of expected GDP growth rates in global infrastructure investments, the continued need for significant upgrading of ageing infrastructure in the U.S. and expected wave of large scale infrastructure projects globally; the ability of SNC-Lavalin to satisfy its liabilities and meet its debt service obligations following completion of the acquisition, and to continue servicing Atkins’ pension deficit; the ability of SNC-Lavalin to access the capital markets following the acquisition; the absence of significant undisclosed costs or liabilities associated with the acquisition; the accuracy and completeness of Atkins’ public and other disclosure; the absence of significant changes in foreign currency exchange rates or significant variability in interest rates; the ability to hedge exposures to fluctuations in interest rates and foreign exchange rates; no material adverse regulatory decisions being received and the expectation of regulatory stability; no significant operational disruptions or liability due to a catastrophic event or environmental upset caused by severe weather, other acts of nature or other major events; no severe and prolonged downturn in economic conditions; sufficient liquidity and capital resources; the continuation of observed weather patterns and trends; no significant counterparty defaults; the continued availability of industry-leading design, consulting and high-end engineering professionals; the absence of significant changes in taxation and environmental laws and regulations that may materially negatively affect the operations and cash flows of the combined entity; no material change in public policies and directions by governments that could materially negatively affect the combined entity; the maintenance of adequate insurance coverage; the ability to obtain and maintain licences and permits; and no material changes in market conditions.

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. These risks include, but are not limited to, those described under the sections “Risks and Uncertainties”, “How We Analyze and Report Our Results” and “Critical Accounting Judgments and Key Sources of Estimation Uncertainty” in the MD&A and, with respect to the acquisition discussed herein specifically, potential risks include: 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 following completion of the acquisition or to continue servicing Atkins’ pension deficit; the failure or delay in providing settlement of the consideration to Atkins shareholders; 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; historical and pro forma combined financial information may not be representative of future performance; 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 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); 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 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.

Financial outlook information contained in this press release about prospective results of operations, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information available as of the date of this press release. Readers are cautioned that such financial outlook information contained in this press release should not be used for the purposes other than for which it is disclosed herein or therein, as the case may be.

To watch Neil Bruce and Heath Drewett discuss the acquisition.