WSP WSP Global Inc

WSP Global Inc. (TSX: WSP) (“WSP”, the “Corporation”, “we”, “us” or “our”), a leading global professional services firm, proudly announces that it has completed its previously announced acquisition of Power Engineers, Incorporated (“POWER”), a prominent U.S. consulting firm with a leading presence in the Power & Energy (P&E) sector (the “Acquisition”). POWER is a premier brand renowned for its deep technical expertise and strong client relationships, and it is home to approximately 4,000 employees across North America.

“Today, we celebrate the start of an exciting new era for WSP and POWER as our teams join forces in creating the preeminent pure-play global consulting firm for the world’s energy transition. This milestone completes our strategic vision of expanding our capabilities in the Power & Energy sector by 2024 and unlocks a world of possibilities for our people, clients and communities,” said Alexandre L’Heureux, President and Chief Executive Officer of WSP Global.

“Our focus now shifts to ensuring a seamless and collaborative integration that will enable us to harness the full potential of our strengthened capabilities. Our many commonalities, including our passion for innovation, dedication to technical excellence, and empowering culture, already provide a solid foundation for success. We are eager to welcome our new colleagues and have full confidence in our ability to drive accelerated and sustainable growth as we define the future of Power & Energy at WSP together,” he added.

“We are incredibly excited by the opportunities moving forward and can’t wait to start working together,” said Holger Peller, POWER’s President and COO. “Together, we’ll be able to offer our clients an even broader range of professional services thanks to our enhanced capabilities, and our teams will have opportunities to discover and contribute to a variety of amazing projects with colleagues from around the world.”

ACQUISITION FINANCING

The purchase price of US$1,780 million (approximately $2,443.9 million) for the Acquisition, which is subject to Acquisition-related adjustments, was funded, in part, from the net proceeds of WSP's $1,150 million equity offering (comprised of a $575 million bought deal public offering of subscription receipts and $575 million private placements of subscription receipts), including full exercise of the over-allotment option and the additional subscription options, which closed on August 19, 2024, in part from the $1 billion private offering of senior unsecured notes announced on September 10, 2024, which closed on September 12, 2024, and in part through drawdowns under an incremental facility supplement dated September 16, 2024, to the Corporation’s seventh amended and restated credit agreement dated as of April 27, 2023, as amended from time to time, with a syndicate of financial institutions.

With the closing of the Acquisition now effective, each subscription receipt will be exchanged for one common share of WSP (each, a “Common Share”), without additional consideration and without further action by the holders of subscription receipts. Holders of subscription receipts are also entitled to receive a cash amount for each subscription receipt equivalent to the dividend per share payable by the Corporation to holders of Common Shares of record on September 30, 2024, with payment occurring on October 15, 2024.

WSP expects that trading in the subscription receipts will be halted by the Toronto Stock Exchange (the “TSX”) today, that the transfer register maintained by the subscription receipt agent will be closed, and that the subscription receipts will be delisted by the TSX after close of business today.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction. This press release does not constitute an offer to sell or the solicitation to buy securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

FORWARD-LOOKING STATEMENTS This press release contains information or statements that are or may be “forward-looking statements” within the meaning of applicable Canadian securities laws. When used in this press release, the words “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature as they relate to the Corporation, an affiliate of the Corporation or the combined firm following the Acquisition, are intended to identify forward-looking statements. Forward-looking statements in this press release include, without limitation, those information and statements related the expected financial and other benefits of the Acquisition and its integration, growth, results of operations, business prospects and opportunities of WSP or trends affecting its industry.

Such forward-looking statements reflect current beliefs of Management and are based on certain factors and assumptions regarding, among other things, WSP’s ability to retain and attract new business, achieve synergies and maintain market positions arising from successful integration plans relating to the Acquisition; WSP’s ability to otherwise complete the integration of POWER within anticipated time periods and at expected cost levels; WSP’s ability to attract and retain key employees in connection with the Acquisition; Management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition and resulting impact on growth and accretion in various financial metrics; Management’s expectations in relation to the future performance and economic conditions and other factors in relation to POWER; the realization of the expected strategic, financial and other benefits of the Acquisition in the timeframe anticipated; the absence of significant undisclosed costs or liabilities associated with the Acquisition; general economic and political conditions; and the state of the global economy and the economies of the regions in which WSP or POWER operate, which by their nature are subject to inherent risks and uncertainties.

Although the Corporation believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be correct. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Such risk factors include, but are not limited to: WSP’s inability to successfully integrate POWER’s business upon completion of the Acquisition; the potential failure to realize anticipated benefits from the Acquisition; potential undisclosed costs or liabilities associated with the Acquisition, as well as other factors discussed or referred to in the “Risk Factors” section of WSP’s Management and Discussion Analysis for the fourth quarter and year ended December 31, 2023, and WSP’s Management’s Discussion and Analysis for the second quarter and six-month period ended June 29, 2024 and filed on SEDAR+ at www.sedarplus.ca, as well as other risks detailed from time to time in reports filed by the Corporation with securities regulators or securities commissions or other documents that the Corporation makes public, which may cause events or results to differ materially from the results expressed or implied in any forward-looking statement.

The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking information contained herein is made as of the date of this press release, and the Corporation undertakes no obligation to publicly update such forward-looking information to reflect new information, subsequent or otherwise, unless required by applicable securities laws.

ABOUT WSPAs one of the largest professional services firms in the world, WSP exists to future-proof our cities and our environment. It provides strategic advisory, engineering, and design services to clients seeking sustainable solutions in the transportation, infrastructure, environment, building, energy, water, and mining sectors. Its 73,300 trusted professionals are united by the common purpose of creating positive, long-lasting impacts on the communities it serves through a culture of innovation, integrity, and inclusion. In 2023, WSP reported $14.4 B (CAD) in revenue. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: WSP).

ABOUT POWERPOWER is an engineering and environmental consulting firm specializing in integrated solutions for clients in the power delivery, power generation, food and beverage, government, renewables and storage, campus energy, chemicals, and oil and gas industries. Founded in 1976, it is an employee-owned company with 50 offices and more than 4,000 employees across North America. For more information, please visit https://www.powereng.com

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

Alain MichaudChief Financial OfficerWSP Global Inc.alain.michaud@wsp.comPhone: 438-843-7317