SNC-LAVALIN ANNOUNCES FORMATION OF TRANSAXIO HIGHWAY CONCESSION INC. AND
FILING OF PRELIMINARY PROSPECTUS FOR INITIAL PUBLIC OFFERING
MONTREAL, Oct 7 /CNW Telbec/ - SNC-Lavalin announces that TransAxio Highway Concession Inc. ("TransAxio"), a recently formed corporation that is currently held entirely by a subsidiary of SNC-Lavalin Group Inc., has filed a preliminary prospectus with the securities regulatory authorities in each of the provinces and territories of Canada in connection with a proposed initial public offering of subscription receipts (the "Offering").
The preliminary prospectus was filed in connection with the receipt on October 5, 2010, by SNC-Lavalin Highway Holdings Inc. ("Highway Holdco"), a wholly-owned subsidiary of SNC-Lavalin, of a notice from a subsidiary of Cintra Infraestructuras, S.A. ("Cintra"), in turn a subsidiary of Ferrovial, S.A. and one of SNC-Lavalin's co-shareholders in 407 International Inc. ("407"), to the effect that Cintra has received a binding offer from a subsidiary of Canada Pension Plan Investment Board ("CPPIB") for the sale by Cintra to CPPIB of 10% of the total issued and outstanding shares of 407 (the "Cintra Shares"). SNC-Lavalin, through Highway Holdco, currently owns 16.77% of the issued and outstanding 407 shares and has a priority right of first refusal to acquire the Cintra Shares.
Upon completion of the Offering, net proceeds of the Offering will be used to make an investment in Highway Holdco, which would in turn exercise its priority right of first refusal and acquire the Cintra Shares. Pending the acquisition of the Cintra Shares, the net proceeds of the Offering would be held in escrow.
Each subscription receipt proposed to be issued by TransAxio will entitle a holder to automatically receive, upon the closing of the acquisition of the Cintra Shares described above, and without any further action or payment of any additional consideration, one equity share of the capital of TransAxio. TransAxio will apply for both its subscription receipts and its equity shares to be listed for trading on the Toronto Stock Exchange.
The Offering will be marketed by a syndicate of underwriters led by CIBC. Further details relating to the Offering are set forth in TransAxio's preliminary prospectus dated October 7, 2010, filed with the Canadian securities regulatory authorities and available for viewing on the SEDAR website maintained by the Canadian Securities Administrators at www.SEDAR.com.
About SNC-Lavalin
SNC-Lavalin (TSX: SNC) is one of the leading engineering and construction groups in the world and a major player in the ownership of infrastructure, and in the provision of operations and maintenance services. SNC-Lavalin has offices across Canada and in over 35 other countries around the world, and is currently working in some 100 countries. www.snclavalin.com.
About TransAxio
TransAxio Highway Concession Inc. was incorporated by SNC-Lavalin to acquire an indirect economic interest in 407 International Inc. through a direct ownership of shares of Highway Holdco.
About 407
The principal business of 407 is the ownership of 407 ETR, which is responsible for the operation, maintenance, management and expansion of Highway 407. 407 ETR signed a Concession Agreement with the Province of Ontario, pursuant to which it was granted a 99-year exclusive concession and ground lease of the lands upon which 407's operations are located (which commenced on April 6, 1999). Highway 407 is the first all-electronic open-access toll highway in the world. It traverses the GTA, the largest urban centre in Canada. 407 International Inc. is owned by a consortium comprised of Cintra, Intoll and SNC-Lavalin.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release about TransAxio, SNC-Lavalin, Highway Holdco's and 407's current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments, constitute forward-looking statements. The words "may", "will", "would", "should", "could", "expects", "plans", "intends", "trends", "indications", "anticipates", "believes", "estimates", "predicts", "likely" or "potential" or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Many factors could cause actual results, level of activity, performance or achievements or future events or developments, including the consummation of the transactions contemplated in the preliminary prospectus filed in connection with the Offering and the economic benefits that are expected to be derived from TransAxio's indirect economic interest in 407, to differ materially from those expressed or implied by the forward-looking statements. Any such forward-looking statements reflect expectations as at the date of this press release and are subject to change after this date. Any forward-looking statements included in this press release will not be updated or revised whether as a result of new information, future events or otherwise, unless they are required to be so updated or revised by law or by a securities regulatory authority.
For further information:
Media | Investors |
Leslie Quinton Vice-President, Global Corporate Communications SNC-Lavalin Group Inc. 514-393-8000, ext. 7354 [email protected] |
Denis Jasmin Vice-President, Investor Relations SNC-Lavalin Group Inc. 514-393-8000, ext. 7553 [email protected] |
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