KUALA LUMPUR, Dec 4 — Golder Associates Corporation’s parent company, Enterra Holdings Ltd (Golder or the Company) has announced 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 US$1.14 Billion. (US$1 = RM4.061)
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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.
The Transaction must be approved by the Shareholders at a meeting duly called for such purpose (the Meeting), which is scheduled on Jan 13, next year.
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.
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The Arrangement Agreement provides for a non-solicitation covenant on the part of Golder, according to a statement.
The non-solicitation covenant is subject to a customary ‘fiduciary out’ provision entitling 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.
Renowned for technical excellence, Golder is a leading global specialised engineering and consulting firm with over 60 years of successful service to its clients. – BERNAMA