Wsp Global Inc · TSX:WSP
Wsp Global — Merger or Acquisition (August 2024)
33 slides from Wsp Global's merger presentation, Aug 12, 2024
Slide 1: Creating the Leading Consulting Firm for the World's Energy Transition
CREATING THE LEADING CONSULTING FIRM FOR THE WORLD’S ENERGY TRANSITION August 12, 2024
Slide 2: Cautionary Statement
CAUTIONARY STATEMENT This presentation has been prepared by WSP Global Inc. ("WSP" or the "Corporation") solely for information purposes. Prospectus Information A final base shelf prospectus of WSP dated August 8, 2024, containing important information relating to the securities described in this pr
Slide 3: Agenda
AGENDA 1. Introduction 2. Transaction Overview 3. Strategic Rationale 4. Financial Considerations Alexandre Alain 5. Key Takeaways L’Heureux Michaud President & Chief Executive Officer Chief Financial Officer 3
Slide 4: Transaction Overview
TRANSACTION OVERVIEW
Slide 5: Achieving a New Milestone
Achieving a New Milestone PROPERTY TRANSPORTATION EARTH POWER AND AND AND AND BUILDINGS INFRASTRUCTURE ENVIRONMENT ENERGY 2012 2014 2020-2022 2024 E&I Industry Leading Position Industry Leading Position Industry Leading Position Industry Leading Position #1 | ENR #1 | ENR #1 | EA #1 | ENR Source : E
Slide 6: The Global Leading Pure-Play Consulting Firm in Power & Energy
The Global Leading Pure-Play Consulting Firm in Power & Energy Welcoming a U.S. Powerhouse Creating the global leading pure-play consulting firm in Power & Energy Significantly increasing footprint in the U.S. Enabling substantial revenue synergy opportunities Positioning for accelerated growth and
Slide 7: The Right Acquisition at the Right Time
The Right Acquisition at the Right Time Large utilities Average age of large invested nearly power transformers is Planned clean energy A critical timing generation projects hit $171B over 40 years old(2) and 70% of transmission lines are $122B fueled by long-term megatrends in 2023 to modernize and
Slide 8: Leading Power & Energy Player in the U.S.
Leading Power & Energy Player in the U.S. Power and ~4,000 Energy Leading U.S-based pure-play engineering Property and Employees 92% consulting firm in the Power & Energy sector* Buildings ~900 8% Employee-Shareholders Leading brand and reputation for technical ~50 excellence in complex projects Net
Slide 9: Double-Digit Organic Growth Over a Decade
Double-Digit Organic Growth Over a Decade 12-year Revenues Organic Growth CAGR ~10% Power Engineers has a track record of top-tier ~13% organic growth over the 2021 - 2023 CAGR 838 last 10 years supported by secular trends Premier brand with an enviable blue-chip customer base Industry-leading emplo
Slide 10: Access to an Established Network of Clients
Access to an Established Network of Clients Leading U.S. pure-play consulting firm in the Power & Energy sector Extensive relationships with the largest power utilities in the U.S. and Canada Average length of relationship with U.S top clients is ~20 years Repeat Clients generate 90%+ of revenues 10
Slide 11: Access to a Sought-After Expertise in a High Growth Sector
Access to a Sought-After Expertise in a High Growth Sector COMBINED LEADING POSITIONS* POWER TRANSMISSION & DISTRIBUTION DATA CENTERS COGENERATION #1 Global & U.S. #1 Global & #2 U.S. #1 Global #3 Global HYDRO PLANTS WIND GENERATION SOLAR GENERATION NUCLEAR PLANTS Top 10 Global Top 10 Global Top 10
Slide 12: An Extensive Projects Portfolio
An Extensive Projects Portfolio POWER ENGINEERS WSP NV Energy Greenlink PacifiCorp Gateway General Electric Propel UK National Grid Project Program Power Plant New York Energy Great Grid Upgrade • Projects contributes • $2.5B US program to to achievement • Largest program ever build of New York's cl
Slide 13: Strategic Rationale
STRATEGIC RATIONALE
Slide 14: Creating the Undisputed Global Leader in Power & Energy
Creating the Undisputed Global Leader in Power & Energy #1 Revenues * * * + * Companies with exposure to construction Source: Engineering News-Record 2023 Top 225 International Design Firms & ENR 2023 Global Sourcebook & Engineering News-Record 2023 Global 14 Sourcebook – United States – classificat
Slide 15: Creating a Strong Network of ~73,300 Experts
Creating a Strong Network of ~ 73,300 Experts CANADA & AMERICAS EMEIA APAC 5,600 ~ 69,300 9,500 NORDICS UK & IRELAND 3,400 12,900 CANADA CENTRAL EUROPE 3,800 ~ 4,000 19,140 ASIA USA 4,160 6,100 LATIN AMERICA & CARIBBEAN 600 AFRICA MIDDLE EAST & INDIA 8,100 ~ 73,300 AUSTRALIA & NEW-ZEALAND TOTAL ~ 7,
Slide 16: A Global and U.S. Platform Poised for Accelerated Organic Growth
A Global and U.S. Platform Poised for Accelerated Organic Growth Canada EMEIA 17% Canada 26% EMEIA 17% 28% WSP Global Pro Forma Increasing U.S. WSP Global and global + WSP Power diversification Global Engineers APAC APAC Americas 13% 14% 41% Americas 45% Positioning a high growth key Power & Energy
Slide 17: Significant Opportunity to Accelerate Revenue Growth
Significant Opportunity to Accelerate Revenue Growth EARTH & ENVIRONMENT A world-leading science-based POWER & TRANSPORTATION & INFRASTRUCTURE + ENERGY = consulting firm with a network of ~73,300 experts deployed globally PROPERTY & BUILDINGS Fueled by long-term megatrends World's push towards Histo
Slide 18: Financial Considerations
FINANCIAL CONSIDERATIONS
Slide 19: Acquiring a Rare Asset in a High Growth Sector
Acquiring a Rare Asset in a High Growth Sector Acquiring POWER Immediately accretive Capital Structure Preserving Engineers with sizable upside Flexibility for Future Growth US $1,780M Purchase Price Expected to be immediately Equity raise of $ 1,000 M: accretive(1)(6) to WSP’s adjusted net $500 pri
Slide 20: Transaction Timeline
Transaction Timeline AUGUST 12 TH , 2024 SEPTEMBER 6, 2024 EARLY Q4 2024 Transaction POWER shareholders’ Expected closing Announcement expected meeting date REGULATORY REVIEW PREPARE INTEGRATION PLAN Voting and support agreements in favour of the acquisition for over 99% of the shares held by POWER
Slide 21: Strong WSP Performance
Strong WSP Performance* Q2 2024 YTD Strong Organic Growth +7% supported by secular trends Organic Growth 1) Continued focus on +10% +50 basis points margin expansion Adjusted EBITDA 2) Adjusted EBITDA margin 2) Sustained financial performance +17% Adjusted net earnings per share 2) Increased cash fl
Slide 22: Key Takeaways
KEY TAKEAWAYS
Slide 23: Key Takeaways
Key Takeaways 01 02 03 04 05 Expanding market penetration Over 95% of via cross-selling revenues will be opportunities as generated by Will diversify WSP’s well as revenue Supported by four sectors for global platform synergy and cornerstone which WSP holds Allocating capital with the creation of ma
Slide 24: Appendix
APPENDIX
Slide 25: The Right Acquisition at the Right Time: Low to Zero Carbon Future
The Right Acquisition at the Right Time World’s push towards a low to zero carbon emissions future Energy is at the heart of the climate challenge and key to the solution(11) Critical need to invest in alternative sources of energy that are clean, accessible, affordable, sustainable, and reliable Cl
Slide 26: The Right Acquisition at the Right Time: Data Centers Hypergrowth
The Right Acquisition at the Right Time Hypergrowth in the data centers market Driven by AI, broader demand, and a deceleration in the pace of energy efficiency gains, global data center power demand is poised to more than double by 2030(15) Large technology firms expected to U.S. data center market
Slide 27: Historical Long-Term Government Commitments to Invest in Infrastructure
The Right Acquisition at the Right Time Historical long-term commitments from governments to invest in infrastructure An estimated $275 trillion of energy infrastructure investment is required throughout the next three decades(20) The Inflation Reduction Act IIJA funding a network of 500,000 pushes
Slide 28: The Right Acquisition at the Right Time: Shifting to Electrification
The Right Acquisition at the Right Time Shifting to electrification Anticipated that by 2050 more than 70% of the world’s population will live in cities, resulting in massive growth in demand for urban energy infrastructure(25) Half of global energy Buildings account for about 40% consumption will b
Slide 29: Forward-Looking Statements
APPENDIX FORWARD-LOOKING STATEMENTS Certain information regarding WSP contained herein is not based on historical facts and may constitute forward-looking statements or forward-looking information under Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements
Slide 30: Additional Underlying Assumptions
APPENDIX Additional Underlying Assumptions The Corporation cautions that the assumptions used to prepare the estimated 2026 Accretion, 2024 Power Engineers Pre-IFRS 16 Adjusted EBITDA, 2024 Power Engineers Post-IFRS 16 Adjusted EBITDA, and WSP’s Pro forma net debt to adjusted EBITDA ratio upon closi
Slide 31: Non-IFRS and Other Financial Measures
APPENDIX NON-IFRS AND OTHER FINANCIAL MEASURES The Corporation reports its financial results in accordance with International Financial Reporting Standards ("IFRS"). In this presentation, the following non-IFRS and other financial measures are used by the Corporation: adjusted EBITDA; adjusted net e
Slide 32: References and Reconciliation of Power Engineers Adjusted EBITDA
APPENDIX References Reconciliation of 2023 Power Engineers net earnings to Power Engineers Pre-IFRS 16 Adjusted EBITDA and Power Engineers Post-IFRS 16 Adjusted EBITDA (1) Large utilities invested nearly $171 billion in 2023 to modernize and decarbonize. Link (2) The average age of large power trans
Slide 33: SrA POWER
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