MISSISSAUGA: Golder Associates Corporation’s parent company, Enterra Holdings Ltd. has entered into a definitive agreement with a wholly-owned subsidiary of WSP Global Inc., pursuant to which WSP will acquire Golder by way of a plan of arrangement under the Companies Act (Nova Scotia) for aggregate consideration of $1.14 Billion (USD).
The Transaction is expected to close in the first half of 2021, subject to obtaining the final approval of the Supreme Court of Nova Scotia, the approval of the Golder shareholders, certain regulatory approvals and satisfaction or waiver of customary closing conditions.
The Transaction must be approved by the Shareholders at a meeting duly called for such purpose, which is expected to be held on January 13, 2021.
The requisite approval will be the affirmative vote at the Meeting of not less than three-fourths of the votes cast by all Shareholders present in person or by proxy at the Meeting.
The Arrangement Agreement provides for a non-solicitation covenant on the part of Golder. The non-solicitation covenant is subject to a customary “fiduciary out” provision that entitles Golder to consider and accept a superior proposal prior to receipt of Shareholder approval at the Meeting, subject to a matching right in favour of WSP.
Golder can only exercise its fiduciary out if it is in compliance with its obligations under certain provisions of the Arrangement Agreement and it must terminate the Arrangement Agreement and pay WSP a break fee of US$25 million in order to do so.
The Arrangement Agreement contains a customary definition of “Acquisition Proposal”. Golder is entitled to advise persons that submit an Acquisition Proposal to Golder on an unsolicited basis of the restrictions in the Arrangement Agreement, and, if a person submitting an Acquisition Proposal enters into a confidentiality agreement with Golder on terms no less onerous or more beneficial to such person than the current confidentiality agreement between Golder and WSP, a redacted copy of the Arrangement Agreement can be provided to that person.
Golder and WSP have identified several jurisdictions where competition or foreign investment merger control filings will be required or are advisable.
The making of such filings and receipt of the requisite approvals, or the expiry or termination of the applicable waiting periods, is a condition to closing the Transaction.
Renowned for technical excellence, Golder is a leading global specialized engineering and consulting firm with over 60 years of successful service to its clients.
With 155 offices in more than 30 countries, Golder’s professionals are driven by a passion to deliver results, offering unique specialized skills to address the ever-evolving challenges that earth, environment, and energy present to clients across the infrastructure, mining, oil & gas, manufacturing and power sectors.
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