GENIVAR Acquires WSP Group and Completes Public Offering, Private Placement of Subscription Receipts and a New Credit Facility

GENIVAR Inc. acquired WSP Group PLC, a multi-disciplinary professional services consultancy based in London, UK. The purchase price payable in connection with the Transaction was approximately $442 million, which was paid in cash. The transaction was financed using the net proceeds from a $225 million public offering of subscription receipts completed through a syndicate of underwriters co-led by CIBC, BMO Capital Markets, National Bank Financial and Barclays, a $197 million concurrent private placement of subscription receipts with Canada Pension Plan Investment Board and the Caisse de dépôt et placement du Québec as well as from a new credit facility.

GENIVAR Inc. was represented in-house by Anne-Marie Laberge, Senior Legal Advisor, Corporate Affairs and Corporate Secretary and Marcy Ben-Ami, Legal Counsel, and was assisted for Canadian legal matters by Stikeman Elliott LLP, with a team that included Steeve Robitaille, Maxime Turcotte, Vanessa Coiteux, Adam Cieply, David Tardif, Laurence L'Abbé, Cristina Darwish and Julien Michaud (corporate) and Luc Bernier and Dominic Bédard-Lapointe (tax) and by McMillan LLP with a team that included Patrice Beaudin and Clifton Jarin in connection with the establishment of the new credit facility. GENIVAR Inc. was assisted for UK law matters by Linklaters LLP with a team that included Casper Lawson, James Wootton and Andrew Webb.

The underwriters were represented by Fasken Martineau DuMoulin LLP with a team that included Gabriel Castiglio, Caitlin Rose, Rebecca McLeod and Philip Aubry (corporate) and Gilles Carli (tax). The lenders under the new credit facility, Canadian Imperial Bank of Commerce, BMO Capital Markets and National Bank Financial, were also represented by Fasken Martineau with a team that included Martin Racicot, Marc Novello and Francis Trifiro (banking).

Canada Pension Plan Investment Board was represented in-house by Andrea Jeffery, its Manager-Legal, and was assisted by Blake, Cassels & Graydon LLP with a team that included Howard Levine, Alfred Buggé, Denis Boudreault, Shannon Consedine and Anne-Catherine Boucher (corporate). Caisse de dépôt et placement du Québec was represented in-house by Guy Lebeuf, Director, Advisory Services, Legal Affairs and was assisted by Lavery, de Billy, L.L.P. with a team that included Jean-Sébastien Desroches, Josianne Beaudry, Jean Tessier and Sive Burns (corporate).

WSP Group PLC was represented with respect to UK law matters by Nabarro LLP with a team that included Iain Newman, Russell Holden and Gordon Anton and was assisted for Canadian law matters by Vitale Santoro from Osler, Hoskin & Harcourt LLP. Barclays acted as financial advisor to GENIVAR Inc. in connection with the transaction and was represented by Norton Rose with a team that included Glen Hall and Tomas Gärdfors, Carl Werner and Vic Kandampully of Norton Rose LLP (UK) and Andrew Fleming of Norton Rose Canada LLP.