Bird Construction Inc. (TSX: BDT) is pleased to
communicate that the previously announced transaction to acquire
Jacob Bros Construction (“Jacob Bros”) has been successfully
completed.
“We are very excited to welcome Jacob Bros into the Bird family,
bringing a highly complementary team with shared values and strong
leadership that will support our long-term growth strategy,” said
Teri McKibbon, President and CEO of Bird. “Not only does our
combined company immediately add scale and diversification in BC’s
high-demand infrastructure market, but will also enable us to offer
more comprehensive solutions as we pursue projects of various size,
complexity, and scope. We look forward to continuing our strong
track record of operational excellence and pursuing the robust
opportunities in Western Canada together.”
In connection with the closing of the transaction, the Company
issued 1,490,922 Bird common shares, and borrowed $125 million
under an available term loan facility in its recently amended
Syndicated Credit Facility. The new term loan was used to repay
existing term loans and to fund a portion of the acquisition
consideration. The new term loan is repaid quarterly at a rate of
10% of the original principal per year.
This press release contains forward-looking
information (as defined in applicable Canadian securities
legislation) that involves known and unknown risks, uncertainties
and other factors which may cause actual results, performance, or
achievements to materially differ from those expressed or implied
by the forward-looking information.
The Toronto Stock Exchange does not accept responsibility for
the adequacy or accuracy of this release.
For further information, contact:T.L. McKibbon,
President & CEO orW.R. Gingrich, CFOBird Construction Inc.5700
Explorer Drive, Suite 400Mississauga, ON L4W 0C6Phone: (905)
602-4122
ABOUT BIRD CONSTRUCTION
Bird (TSX: BDT) is a leading Canadian construction and
maintenance company operating from coast-to-coast-to-coast.
Servicing all of Canada's major markets through a collaborative,
safety-first approach, Bird provides a comprehensive range of
construction services, self-perform capabilities, and innovative
solutions to the industrial, buildings, and infrastructure markets.
For over 100 years, Bird has been a people-focused company with an
unwavering commitment to safety and a high level of service that
provides long-term value for all stakeholders. www.bird.ca
FORWARD LOOKING INFORMATION
This news release contains forward-looking
statements and information ("forward-looking statements") within
the meaning of applicable Canadian securities laws. The
forward-looking statements contained in this news release are based
on the expectations, estimates and projections of management of
Bird as of the date of this news release unless otherwise stated.
The use of any of the words "believe", "expect", "anticipate",
"contemplate", "target", "plan", "intend", "continue", "may",
"will", "should", “potential”, “projected”, “estimated”, and
similar expressions are intended to identify forward-looking
statements and information. More particularly and without
limitation, this news release contains forward-looking statements
concerning: the completion and timing of the acquisition of Jacob
Bros; financing of the acquisition; future opportunities;
expectations regarding the impact to Bird’s business, anticipated
financial performance of Jacob Bros and its impact to the Company’s
operations and financial performance, including the anticipated
accretive value to Bird; the future performance of acquired
entities; the extent of operational efficiencies and expanded
capacity; the Company’s ability to capitalize on opportunities; and
Bird’s ability to convert pending backlog to backlog, and the
timing of conversions; the potential for synergies.
The estimates and assumptions of the Company
contained in this news release, which may prove to be incorrect,
include, but are not limited to: that the parties will complete the
acquisition in accordance with, and on the timeline contemplated
by, the terms and conditions of the relevant agreements, on a basis
consistent with Bird’s expectations; the accuracy of management’s
assessment of the effects of the successful completion of the
proposed transaction; the ability of Jacob Bros to carry on its
business consistent with past practice and convert existing backlog
to revenue generating projects, consistent with management’s
expectations; the effect of the acquisition of Jacob Bros and
Bird’s ability to capitalize on opportunities; the successful
integration of Jacob Bros’ operations; the availability of
financing under the Company’s amended credit facilities; market
conditions for civil infrastructure projects; and the ability of
the Company and Jacob Bros to maintain their operating margins.
Although Bird believes that the expectations and assumptions on
which the forward-looking statements are based are reasonable,
undue reliance should not be placed on the forward-looking
statements because the Company can give no assurance that they will
prove to be correct.
Since forward-looking statements address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Investors are cautioned that
forward-looking statements are based on the opinions, assumptions
and estimates of management considered reasonable at the date the
statements are made, and actual results could differ materially
from those currently anticipated due to a number of factors and
risks. These include, but are not limited to the ability of Bird
and Jacob Bros to obtain all necessary regulatory and third party
approvals and satisfy all other necessary conditions to closing of
the Transaction on a timely basis or at all; the failure to realize
the anticipated benefits and synergies of the Transaction following
completion thereof due to integration or other issues; an inability
to complete and draw on the amended credit facilities in accordance
with management’s current expectations and the risks associated
with the industries in which the Company operates in general such
as: the ability to hire and retain qualified and capable personnel,
maintaining safe work sites, economy and cyclicality, ability to
secure work, global pandemics, performance of subcontractors,
accuracy of cost to complete estimates, estimating costs and
schedules/assessing contract risks, adjustments and cancellations
of Backlog, work stoppages, strikes and lockouts, acquisition and
integration risk, potential for non-payment, litigation/potential
litigation, design risks, information systems and cyber-security
risk, competitive factors, completion and performance guarantees,
access to capital, quality assurance and quality control, access to
surety support and other contract security, insurance risk, climate
change risk, joint venture risk, ethics and reputational risk,
compliance with environmental laws, internal and disclosure
controls, and payment of dividends.
Readers are cautioned that the foregoing list of
factors is not exhaustive. Additional information on other factors
that could affect the operations or financial results of the
parties, and the combined company are included in reports on file
with applicable securities regulatory authorities, including but
not limited to; Bird's Annual Information Form and Management’s
Discussion and Analysis for the year ended December 31, 2023, each
of which may be accessed on Bird’s SEDAR+ profile, at
www.sedarplus.ca and on the Company’s website
at www.bird.ca.
The forward-looking statements contained in this
news release are made as of the date hereof and the Company
undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as, and to the extent required
by applicable securities laws.
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