WSP Announces Approval by Golder Shareholders of the Acquisition by WSP and the Closing of $310 Million Private Placements of Subscription Receipts

MONTREAL, Jan. 14, 2021 (GLOBE NEWSWIRE) -- WSP Global Inc. (TSX:WSP) (“WSP” or the “Corporation”) is pleased to announce that at the special meeting (the “Special Meeting”) of the shareholders of Enterra Holdings Ltd., the holding company of Golder Associates (“Golder”), held on January 13, 2021, the plan of arrangement under Section 130 of the Companies Act (Nova Scotia) provided in the arrangement agreement dated December 2, 2020 (the “Arrangement Agreement”) pursuant to which the previously announced acquisition (the “Acquisition”) of all of the issued and outstanding shares of Golder is expected to be completed, was approved by approximately 99.3% of the votes cast by Golder shareholders, voting as a single class at the Special Meeting. Golder shareholders representing approximately 95.1% of the votes entitled to be cast at the Special Meeting voted, either in person or by proxy.

The Acquisition remains subject to certain customary closing conditions, including receipt of Court approval and applicable regulatory approvals. The Acquisition is expected to be completed in the first half of the second quarter of 2021.

CLOSING OF PRIVATE PLACEMENTS

WSP is also pleased to announce that it has closed today its previously announced private placement subscription receipt financings.

The Corporation issued an aggregate of 3,333,898 subscription receipts (the “Subscription Receipts”) from treasury at a price of C$92.98 per Subscription Receipt by way of a private placement to each of GIC Pte. Ltd. (“GIC”) and British Columbia Investment Management Corporation (“BCI”), for aggregate gross proceeds of approximately C$310 million (the “Private Placements”).

WSP will use the proceeds of the Private Placements, together with funds to be obtained from previously announced new credit facilities, to fund a portion of the purchase price and related transaction costs payable in connection with the Acquisition.

The gross proceeds from the Private Placements will be held in escrow pending the completion of the Acquisition. Upon completion of the Acquisition, the escrowed funds and the interest earned thereon will be released to WSP, and each of GIC and BCI will receive, from or on behalf of WSP on the closing of the Acquisition, without payment of additional consideration or further action, one common share of WSP (a “Common Share”) for each Subscription Receipt held, plus an amount per Common Share equal to any dividend payable by WSP on the Common Shares between the date of issuance of the Subscription Receipts and the closing of the Acquisition. If the closing of the Acquisition does not occur on or prior to 5:00 p.m. (Montreal Time) on May 31, 2021 (as such date may be extended pursuant to the Arrangement Agreement), the Arrangement Agreement is terminated in accordance with its terms prior to such time for any reason or WSP announces to the public that it does not intend to proceed with the Acquisition, the holders of Subscription Receipts will be entitled to have the full purchase price of the Subscription Receipts returned, plus their pro rata share of the interest earned on the escrowed funds during the term of the escrow, less applicable withholding taxes.