COMPANY: BIRD CONSTRUCTION INC.
LISTING: TORONTO STOCK EXCHANGE
CITY: MISSISSAUGA
SYMBOL: BDT
DATE: August 1, 2024
SUBJECT:  BIRD COMPLETES ACQUISITION OF JACOB BROS CONSTRUCTION

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 or
W.R. Gingrich, CFO
Bird Construction Inc.
5700 Explorer Drive, Suite 400
Mississauga, ON L4W 0C6
Phone: (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.