Bird Construction Inc. and Stuart Olson Inc. announced that they have entered into a definitive arrangement agreement under which Bird will acquire Stuart Olson, pursuant to an arrangement under the Business Corporations Act (Alberta) for aggregate consideration of $96.5 million. The Transaction, which was unanimously approved by the Boards of Directors of both companies, is expected to close early in the fourth quarter of 2020, subject to obtaining the required approvals of the Court of Queen’s Bench of Alberta, the Competition Bureau, the shareholders, secured bank lenders and unsecured convertible debenture holders of Stuart Olson.

“The combination of our two businesses will create a company with substantially increased breadth and scale, diversified across services, end-markets and geographies,” said Terrance L. McKibbon, President and CEO of Bird. “In addition to combining two strong, experienced workforces, customers will benefit from a dynamic, integrated suite of construction services. The additional scale, leading technology platform and comprehensive service solution will position the company to deliver sustainable value and continuing dividends to shareholders. The combination of reduced interest expense and operating synergies is expected to generate accretion in operating cash flows and Adjusted Earnings Per Share in the first full-year.”

“After a period of extensive review and consideration of the strategic and financial alternatives reasonably available to Stuart Olson, the Board determined that this Transaction is in the best interests of Stuart Olson and its shareholders given the current and go forward balance sheet and leverage metrics challenges facing Stuart Olson,” said David LeMay, President & CEO of Stuart Olson. “We and Bird have a similar history with roots dating back over 100 years in Canada, a shared strategic focus on growth in our respective businesses and strong cultural alignment throughout our organizations. In the face of the challenges currently being experienced by Stuart Olson, including operating under risks related to the COVID-19 pandemic, and the significant economic changes in Canada, it’s a move that renews opportunities for our people, expands new services to our clients and is expected to create long-term value for all our stakeholders.”  

The combination will create an attractive platform positioned for growth:

• Combined workforce of 5,000 people with an established presence in a number of Canadian markets
• Pro forma revenue of approximately $2.5 billion, with a growing proportion of recurring business
• Aggregate backlog of greater than $3.0 billion plus more than $1.0 billion of pending backlog
• Increased diversification across services, end-markets and geographies; the combined entity has a well-balanced portfolio of low to medium risk projects
• Enhanced services offering creates new opportunities to grow relationships with key and prospective clients
• Well-positioned to capitalize on growth/stimulus of Canadian infrastructure investment and market recovery activity
• An expected $25 million in run rate cost synergies by the end of 2021, including reductions in interest and depreciation
• Emerging as a leading mid-cap construction company, conveying broader public markets appeal and enhanced trading liquidity
• Stronger balance sheet with appropriate capital structure

ABOUT BIRD CONSTRUCTION

Bird Construction Inc. is one of Canada’s leading providers of construction services. The company’s focus is in markets from the west to east coast with offices servicing Canada’s major markets. 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. 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