WSP Global Inc. has announced that it has entered into an agreement to acquire MMM Group Limited (MMM), one of the largest privately-owned engineering consulting companies in Canada.
Under the terms of the arrangement agreement, WSP will pay an aggregate purchase price of $425 million, subject to certain closing and post-closing adjustments. Shareholders of MMM may elect to receive part or all of the consideration in the form of shares of WSP. The majority investor indicated that it would elect to receive its consideration in cash. All amounts are in Canadian dollars.
With a national footprint comprising 18 offices across 7 provinces and a strong Ontario (including the Greater Toronto Area presence representing approximately 75 percent of its 2014 net revenues, MMM is recognized for its expertise in transportation, infrastructure & environment, and buildings, its three main operating segments. MMM is also a leader in public-private partnerships (“P3”), more particularly in the delivery of large-scale, complex P3 projects involving transportation, highways, bridges, transit, airports and buildings.
The acquisition, which is expected to be completed through a plan of arrangement, remains subject to certain customary closing conditions, including court, shareholder approvals (by 66 2/3 percent of the votes cast by all shareholders and by minority shareholders (i.e. all shareholders other than the majority investor) holding at least 50 percent +1 of the shares held by minority shareholders and applicable regulatory approvals.
The special meeting of the shareholders of MMM to consider the acquisition and the arrangement agreement is expected to be held in early October and the acquisition is expected to be completed in the fourth quarter of 2015. Concurrently with the execution of the Arrangement Agreement, the majority investor and certain members of MMM?s senior management team representing approximately 68.86 percent of all issued and outstanding voting shares of MMM and approximately 12.62 percent of the issued and outstanding voting shares held by the minority shareholders entered into voting and support agreements with WSP to vote in favor of and support the Acquisition.
Transaction Highlights
MMM, which generated $264 million in net revenues in the fiscal year ended December 31, 2014, is a 2,000 employee leading private Canadian engineering services firm with broad expertise in transportation, infrastructure & environment, and buildings and a strong presence in the P3 market.
Following the closing of the Acquisition, WSP is expected to have approximately 8,500 employees (approximately 3,200 of which will be located in Ontario) and net revenues of approximately $1 billion in Canada.
