Ontario, December. 04, 2020: (GLOBE NEWSWIRE/KNOWLEDGE BYLANES) — Golder Associates Corporation’s parent company, Enterra Holdings Ltd. (“Golder” or the “Company”) announces that it has entered into a definitive agreement (the “Arrangement Agreement”) with a wholly-owned subsidiary of WSP Global Inc. (“WSP”), pursuant to which WSP will acquire Golder (the “Transaction”) 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 (“Shareholders”), certain regulatory approvals and satisfaction or waiver of customary closing conditions.
Shareholder Approval
The Transaction must be approved by the Shareholders at a meeting duly called for such purpose (the “Meeting”), 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.
Superior Proposal and Termination of the Arrangement Agreement
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 is required to advise WSP of any Acquisition Proposal that it receives prior to the Meeting and provide WSP with copies of the relevant documentation.
In the event that the Board of Directors of the Company determines that an Acquisition Proposal received prior to the Meeting is, or could reasonably be expected to constitute, a Superior Proposal, Golder may engage in discussions with the party making such proposal and provide such party with confidential information provided that Golder is in compliance with certain provisions of the Arrangement Agreement and Golder and the proposing party enter into a confidentiality agreement, if they have not already done so, in the form described above.
For an Acquisition Proposal to be a Superior Proposal, it must be for all of Golder’s shares or substantially all of its assets and meet the following criteria: (a) complies with securities laws and did not result from or involve a breach of Golder’s non-solicitation covenants; (b) is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such proposal (including the expected timing and risks) and the person making such proposal; (c) is not subject to any financing contingency; (d) is not subject to any due diligence condition; and (e) that Golder’s board of directors determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors and after taking into account all of the terms and conditions of the Acquisition Proposal including all legal, financial, regulatory and other aspects of such Acquisition Proposal (including the expected timing and risks, including in respect of the level of certainty of the financing of such person), would, if consummated in accordance with its terms, taking into account the risk of non-completion, result in a transaction which is in the bests interests of Golder and more favourable, from a financial point of view, to the shareholders than the Transaction.
Regulatory Approvals
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.
