MONTREAL (Dec. 03, 2020)—WSP Global Inc. announced that it has entered into an arrangement agreement providing for the acquisition of all of the issued and outstanding shares of Enterra Holdings Ltd., the holding company of Golder Associates. Under the terms of the agreement, WSP will acquire Golder for an aggregate cash consideration of US$1.14 billion (approximately C$1.5 billion) representing 10.4x Golder’s 2020 pre-IFRS 16 adjusted EBITDA or 8.4x post-synergies.
“Together we will create the leading global environmental consulting firm with approximately 14,000 of our 54,000 professionals dedicated to accelerating the world’s green transition. The combination ideally positions WSP to capitalize on the rapidly growing ESG trends driving demand for environmental services and sustainable infrastructure development," said Alexandre L’Heureux, president and chief executive officer (CEO) of WSP. “WSP looks forward to welcoming Golder’s employees and joining forces with such a well-respected environmental consulting brand. Golder is a global leader in earth sciences and environmental services. This acquisition directly contributes to the realization of the goals we laid out in our 2019-2021 Global Strategic Plan and is expected to contribute to both strategic growth and value creation for many years to come. Furthermore, the strategic relationships with GIC and BCI mark another important milestone for WSP to actively continue our acquisition strategy.”
Dr. Hisham Mahmoud, global president and CEO of Golder said, “Over the last 60 years, Golder has been on a journey where we have built one of the most successful and respected brands in the industry. Combining Golder’s expertise with WSP’s platform and highly complementary services will provide long-term benefits for our people and help create greater value for our clients. This view is echoed and confirmed by the overwhelming support of our partners for the transaction. I believe that the compatible cultures and values of WSP and Golder will facilitate a successful integration.”
- Acquisition of Golder for an enterprise value of US$1.14B (approx. CAD$ 1.5B) representing 10.4x Golder’s 2020 pre-IFRS 16 adjusted EBITDA or 8.4x post-synergies.
- Immediately accretive to WSP's adjusted earnings per share, with accretion increasing to the mid-teens once synergies are fully realized.
- Annual cost synergies of approximately $35 million expected to be achieved over a 24-month period with 50% to be realized within the first twelve months after the closing date. Costs required to realize such annual cost synergies estimated not to exceed $35 million in the aggregate.
- Private placements of C$310 million of subscription receipts (at a price of $92.98 per subscription receipt) supported by a C$260 million investment by GIC Private Limited, one of the world’s largest sovereign wealth funds, with an established global network, and a C$50 million investment by British Columbia Investment Management Corporation, one of Canada's largest institutional investors with a global portfolio of more than C$170 billion.
- Remaining portion of the acquisition funded from a new US$960 million (approximately C$1.2 billion) underwritten bank financing, expected to result in an estimated 1.3x pro forma net debt to adjusted EBITDA ratio upon closing, remaining within WSP’s targeted leverage range of 1.0x to 2.0x.
- Acquisition expected to be completed in the first half of the second quarter of 2021.