September 25, 2020
Bird and Stuart Olson Complete Transaction, Creating a New Canadian Construction Industry Leader
Bird Welcomes Employees, Clients, Shareholders and All Other Stakeholders to this Dynamic New Company
MISSISSAUGA, ON, SEPTEMBER 25 -- Bird Construction Inc. (“Bird”; TSX: BDT) and Stuart Olson Inc. (“Stuart Olson”; TSX: SOX) are pleased to announce the previously announced transaction to acquire Stuart Olson has been successfully completed.
“This is a tremendously exciting day as two great organizations have come together to form a Canadian construction industry leader that is poised to excel across diversified services, end-markets and geographies,” said Teri McKibbon, President and CEO of Bird. “Everything about this combination – from an operating, financial and cultural perspective – works, where the result is greater than the sum of the individual parts. Our two organizations have worked exceptionally well on the integration, and we will hit the ground running; I am grateful for all of our team members who were involved in successfully closing this transaction and for our dedicated field teams who continue to move our projects forward across the country. We welcome each of you - our employees, shareholders, clients, trade partners, suppliers, and other stakeholders - to this dynamic new company. One rich with opportunity for our people and our customers, and well-positioned to play a major role in the Canadian construction industry, creating long-term value for all stakeholders for decades to come.”
The completion of the transaction results in Bird having a total of 53,038,919 common shares issued and outstanding. Bird’s fiscal fourth quarter commences on October 1, 2020 and this will be the first full financial reporting period for the combined business. Former debentureholders and former shareholders of Stuart Olson will be shareholders of record of Bird and eligible to receive the September 30, 2020 dividend on the Bird Shares.
The common shares of Stuart Olson are expected to be delisted from the Toronto Stock Exchange the week of September 28, 2020. Former Stuart Olson shareholders with questions about their former Stuart Olson shares that have been exchanged for Bird shares should contact the depositary AST Trust Company (Canada) at 1-800-387-0825 or firstname.lastname@example.org for more information.
ABOUT BIRD CONSTRUCTION
Bird (TSX:BDT) is a leading Canadian construction company operating from coast-to-coast and servicing all of Canada’s major markets. Bird provides a comprehensive range of construction services from new construction for industrial, commercial, and institutional markets; to heavy civil construction and contract surface mining sectors; as well as vertical infrastructure including, electrical, mechanical, and specialty trades. 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.
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’s 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 acquisition to Bird, its shareholders and all other stakeholders, including anticipated synergies; the plans and strategic priorities of the combined company; and the anticipated timing of the delisting of the Stuart Olson common shares.
In respect of the forward-looking statements concerning the anticipated benefits of the acquisition, Bird has provided such in reliance on certain assumptions that it believes are reasonable at this time, including in respect of 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.
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 most recently filed Management’s Discussion and Analysis and Bird's Annual Information Form for the year ended December 31, 2019 and most recently filed Management’s Discussion and Analysis, 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 Toronto Stock Exchange 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