Stuart Olson Shareholders Vote in Support of Transaction
MISSISSAUGA, ON, SEPTEMBER 18 -- Bird Construction Inc. (“Bird”; TSX: BDT) is pleased to announce the receipt of key approvals in regards to the proposed acquisition of Stuart Olson Inc. (“Stuart Olson”; TSX: SOX), pursuant to an arrangement under the Business Corporations Act (Alberta) previously announced on July 29, 2020 (the “Transaction”).
At a special meeting of Stuart Olson shareholders held on September 17, Stuart Olson shareholders voted in support of the Arrangement Agreement, with 94.84% of Stuart Olson shareholder votes cast at the meeting in support. As well, the Senior Secured Lenders and Debentureholders of Stuart Olson unanimously approved the Transaction at their respective securityholder meetings held on September 17.
Following Stuart Olson's respective securityholder meetings, Stuart Olson obtained a final order from the Court of Queen’s Bench of Alberta in respect of the Transaction.
“We are pleased that Stuart Olson shareholders voted in favour of the transaction and we are excited to bring our two great organizations together,” said Teri L. McKibbon, President and CEO of Bird. “We look forward to welcoming Stuart Olson shareholders to what will be a dynamic company, combining two strong, experienced workforces with substantially increased depth and breadth, well positioned to drive sustainable value creation and provide sustainable dividends to shareholders. Integration planning is now positioned for our Day One launch, and I appreciate the significant efforts being made by all involved.”
On September 8, 2020, it was announced that a "no-action letter" from the Competition Bureau had been received. The receipt of the "no-action letter" satisfies another key regulatory condition necessary for completion of the Transaction.
The Transaction, which was unanimously approved by the Boards of Directors of both companies, is anticipated to close September 25, 2020.
ABOUT BIRD CONSTRUCTION
Bird Construction Inc. (TSX:BDT) is one of Canada’s leading providers of construction services. The company provides services focused primarily on new construction for industrial, commercial and institutional markets as well as heavy civil construction and contract surface mining sectors. The majority of contracts are contracted with a fixed price commercial framework. www.bird.ca
ABOUT STUART OLSON
Stuart Olson Inc. (TSX:SOX) provides construction services including vertical infrastructure and electrical building systems contracting in the public and private construction markets as well as a full suite of services including, electrical, mechanical and specialty trades, such as insulation, cladding and asbestos abatement, in the industrial construction and services market. The Company operates office locations and projects throughout Western Canada, Ontario and the territories. In 2020 Stuart Olson was recognized as one of Alberta’s Top Employers for the fourth consecutive year. www.stuartolson.com
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 and Stuart Olson as of the date of this news release unless otherwise stated. The use of any of the words "believe", "expect", "anticipate", "contemplate", "target", "plan", "intends", "continue", "may", "will", "should" and similar expressions are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning: the anticipated benefits of the Transaction to Stuart Olson and its shareholders and to Bird and its shareholders, including anticipated synergies; the plans and strategic priorities of the combined company;; and the anticipated timing of the closing of the Transaction.
In respect of the forward-looking statements concerning the anticipated benefits and completion of the Transaction and the anticipated timing for completion of the Transaction, Bird and Stuart Olson 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, the necessary court approval; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement Agreement; and expectations and assumptions concerning, among other things: customer demand for the combined company's services and anticipated synergies, capital efficiencies and cost-savings.
Since forward-looking statements 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. These include, but are not limited to the risks associated with the industries in which Bird and Stuart Olson operate in general such as: operational risks, industry and inherent project delivery risks; delays or changes in plans with respect to growth projects or capital expenditures; costs and expenses; health, safety and environmental risks; commodity price, interest rate and exchange rate fluctuations; compliance with environmental laws risks; competition, ethics and reputational risks; ability to access sufficient capital from internal and external sources; global pandemics; repayment of credit facility; collection of recognized revenue; performance bonds and contract security; potential for non-payment and credit risk and ongoing financing availability; regional concentration; regulations; dependence on the public sector; client concentration; labour matters; loss of key management; ability to hire and retain qualified and capable personnel; subcontractor performance; unanticipated shutdowns, work stoppages, strikes and lockouts; maintaining safe worksites; cyber security risks; litigation risk; corporate guarantees and letters of credit; volatility of market trading; failure of clients to obtain required permits and licenses; payment of dividends; economy and cyclicality; Public Private Partnerships project risk; design risks; completion and performance guarantees/design-build risks; ability to secure work; estimating costs and schedules/assessing contract risks; quality assurance and quality control; accuracy of cost to complete estimates; insurance risk; adjustments and cancellations of backlog; joint venture risk; internal and disclosure controls; Public Private Partnerships equity investments; failure to realize the anticipated benefits of the Transaction; and changes in legislation, including but not limited to tax laws and environmental regulations. Risks and uncertainties inherent in the nature of the Transaction include the failure of Stuart Olson or Bird to obtain, as applicable, necessary court and other third party approvals, or to otherwise satisfy the conditions to the Transaction, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of Stuart Olson or Bird to otherwise satisfy the conditions to the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, the failure of Stuart Olson or Bird to comply with the terms of the Arrangement Agreement may result in Stuart Olson or Bird being required to pay a non-completion or other fee to the other party.
The forward-looking statements in this news release should not be interpreted as providing a full assessment or reflection of the unprecedented impacts of the recent COVID-19 pandemic ("COVID-19") and the resulting indirect global and regional economic impacts.
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, including any risk factors related to COVID-19, are included in reports on file with applicable securities regulatory authorities, including but not limited to; Stuart Olson's Annual Information Form for the year ended December 31, 2019 and Bird's Annual Information Form for the year ended December 31, 2019, each of which may be accessed on Stuart Olson's and Bird's SEDAR profile, respectively, at www.sedar.com.
The forward-looking statements contained in this news release are made as of the date hereof and the parties undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
The TSX does not accept responsibility for the adequacy or accuracy of this news release.
INVESTORS & MEDIA
For further information contact:
Bird Construction Inc.
Phone: (905) 602-4122
Email: investor.relations@bird.ca