TORONTO, Dec. 8, 2017 /CNW/ - Aecon Group Inc. (TSX:
ARE) today announced the receipt of two regulatory approvals in
respect of the acquisition by CCCC International Holding Limited
(CCCI) of all of the issued and outstanding common shares of Aecon
for $20.37 per share in cash.
The Commissioner of Competition has issued a "no action" letter in
respect of the acquisition, the receipt of which satisfies the
Competition Act approval requirement of the Arrangement
Agreement. In addition, Aecon has been advised by CCCI that
CCCI has received approval from the National Development and Reform
Commission to proceed with the acquisition, which was also a
condition of closing.
Aecon also announced that Institutional Shareholder Services
(ISS) and Glass Lewis, two leading independent proxy advisory
firms, have both recommended that shareholders of Aecon vote
FOR the special resolution approving CCCI's acquisition of
Aecon at the upcoming meeting of shareholders to approve the
transaction. In their analyses, both ISS and Glass Lewis
highlighted the significant premium for shareholders, the certainty
of value and immediate liquidity provided by the all-cash
consideration, and the robust sales process conducted by Aecon as
factors supporting a FOR recommendation.
Aecon's Board of Directors has unanimously determined that the
acquisition is in the best interests of the Company, that the terms
and conditions of the acquisition are procedurally and
substantively fair and reasonable to the shareholders, and that the
consideration being offered to shareholders is fair, from a
financial point of view. The Board has unanimously approved
the Arrangement Agreement and recommends that shareholders vote
FOR the special resolution approving the
transaction.
Aecon's Board of Directors recommends shareholders vote FOR
the special resolution approving the transaction in
advance of the voting deadline of 5:00
p.m. (Toronto time) on
December 15, 2017 by using the
proxy or voting instruction form that has been sent to
them. The meeting of Aecon shareholders to approve the
transaction is scheduled for 10:00
a.m. (Toronto time) on
December 19, 2017, at The Westin
Toronto Airport Hotel, Plaza Suite Meeting Room (2nd Floor), 950
Dixon Road, Toronto, ON.
Copies of the Notice of Special Meeting, the Management
Information Circular of the Company dated November 17, 2017, and related documents have
been filed under Aecon's profile on the System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com. The
documents are also available on Aecon's website at
www.aecon.com/investing.
Shareholders who have questions regarding the transaction or
require assistance with voting may contact the Company's strategic
shareholder advisor and proxy solicitation agent, Kingsdale
Advisors.
Closing of the transaction remains subject to other customary
closing conditions, including shareholder and Court approval and
approval under the Investment Canada Act. Assuming the
satisfaction or waiver of these closing conditions, the transaction
is expected to close by the end of the first quarter of
2018.
About Aecon
Aecon Group Inc. (TSX: ARE) is a Canadian leader and
partner-of-choice in construction and infrastructure
development. Aecon provides integrated turnkey services to
private and public sector clients in the Infrastructure, Energy and
Mining sectors and provides project management, financing and
development services through its Concessions segment. For more
information, please visit www.aecon.com and follow us on
Twitter at @AeconGroup.
Statement on Forward-Looking Information
The
information in this press release includes certain forward-looking
statements. These forward-looking statements are based on currently
available competitive, financial and economic data and operating
plans but are subject to risks and uncertainties. More particularly
and without limitation, this press release contains forward-looking
statements and information concerning: the anticipated benefits of
the transaction to the parties, to Aecon shareholders and certain
of the countries in which Aecon operates; the timing and
anticipated receipt of required regulatory, court and shareholder
approvals for the transaction; the ability of the parties to
satisfy the other conditions to, and to complete, the transaction;
and the anticipated timing of the meeting of Aecon shareholders to
consider the transaction and for the closing of the
transaction.
Forward-looking statements may include, without limitation,
statements regarding the operations, business, financial condition,
expected financial results, performance, prospects, ongoing
objectives, strategies and outlook for Aecon. Forward-looking
statements may in some cases be identified by words such as "will,"
"plans," "believes," "expects," "anticipates," "estimates,"
"projects," "intends," "should" or the negative of these terms, or
similar expressions. Except as required by applicable securities
laws, forward-looking statements speak only as of the date on which
they are made and Aecon undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
In respect of the forward-looking statements and information
concerning the anticipated benefits and completion of the proposed
transaction and the anticipated timing for completion of the
transaction, Aecon and CCCI have provided such in reliance on
certain assumptions that they believe are reasonable at this time,
including assumptions as to the ability of the parties to receive,
in a timely manner and on satisfactory terms, the necessary
regulatory, court, shareholder, and other third party approvals,
including but not limited to the receipt of applicable foreign
investment approval required in Canada; the ability of the parties to satisfy,
in a timely manner, the other conditions to the closing of the
transaction; and other expectations and assumptions concerning the
transaction and the operations and capital expenditure plans of
Aecon following completion of the transaction. The anticipated
dates provided may change for a number of reasons, including
unforeseen delays in preparing shareholder meeting materials, the
inability to secure necessary shareholder, regulatory, court or
other third party approvals in the time assumed or the need for
additional time to satisfy the other conditions to the completion
of the transaction. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this press release.
Since forward-looking statements and information address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks. Risks and uncertainties inherent in the nature of the
transaction include the failure of Aecon and CCCI to obtain
necessary shareholder, regulatory, court and other third party
approvals, including those noted above, or to otherwise satisfy the
conditions to the completion of the transaction, in a timely
manner, or at all. Failure to so obtain such approvals, or
the failure of the parties to otherwise satisfy the conditions to
or compete the transaction, may result in the transaction not being
completed on the proposed terms, or at all. In addition, if
the transaction is not completed, and Aecon continues as an
independent entity, there are risks that the announcement of the
transaction and the dedication of substantial resources of Aecon to
the completion of the transaction could have an impact on Aecon's
current business relationships (including with future and
prospective employees, customers, distributors, suppliers and
partners) and could have a material adverse effect on the current
and future operations, financial condition and prospects of
Aecon. Furthermore, the failure of Aecon to comply with the
terms of the definitive agreement may result in Aecon being
required to pay a fee to CCCI, the result of which could have a
material adverse effect on Aecon's financial position and results
of operations and its ability to fund growth prospects and current
operations.
SOURCE Aecon Group Inc.