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WorleyParsons Limited (“WorleyParsons”) announces that it has signed an Implementation Agreement with Evans & Peck Group Limited (“Evans and Peck”), agreeing that WorleyParsons will, through a wholly owned subsidiary, make an off-market takeover bid for Evans & Peck on terms and conditions agreed between the parties and that the Evans & Peck board will unanimously recommend that its shareholders accept the offer, in the absence of a superior proposal.
Recommended bid for Evans & Peck
WorleyParsons is offering to acquire all the issued share capital in Evans & Peck for an aggregate consideration valued at $87.1 million (an equivalent value of $30.00 per Evans & Peck share). This will be paid as a combination of cash and WorleyParsons Limited shares. The acquisition price represents a multiple of approximately 6 times pro-forma EBITDA (earnings before interest tax depreciation and amortization) of Evans & Peck for the 12 months ended 30 June 2009.
The Implementation Agreement also contains break fee and exclusivity arrangements in favour of WorleyParsons which will be summarised in the bidder’s statement. WorleyParsons intends to lodge its bidder’s statement with ASIC in the near future. The proposed conditions to the offer are summarised in Annexure A to this announcement.
Evans & Peck, an unlisted public company established in 1985, has approximately 350 employees operating in Sydney, Brisbane, Perth, Melbourne, Hong Kong and Shanghai. Evans & Peck provides high end business advisory services to the public and private sectors specialising in major infrastructure. Operating across the transport, power and energy, resources, water, and social infrastructure sectors, Evans & Peck offers a range of strategic specialist services from business consulting, project strategy and business case development to commercial/contractual support, project delivery and asset management.
Evans & Peck’s experience of planning and delivering complex infrastructure will complement the project delivery and consultancy services currently provided to government and resource companies by WorleyParsons’ Infrastructure and Environment teams. WorleyParsons’ capability to deliver major projects has been recognised across the world with the award of numerous EPCM (engineering, procurement and construction management) and PMC (program management contract) roles on mega projects in the energy and resource sectors.
Evans & Peck’s Chief Executive Officer Mr Rob Aldis said:
“This offer marks a watershed in the evolution of Evans & Peck and will result in excellent opportunities for our staff to develop their careers within a global organisation. Most importantly, it will enable us to provide enhanced value to our clients.”
WorleyParsons’ Chief Executive Officer Mr John Grill said:
“We are delighted to make the offer to Evans & Peck to become part of the WorleyParsons group. The additional capabilities of Evans & Peck will provide a strategic step up in our ability to support major infrastructure projects – from conception and planning through to implementation phases across Australia and through our network of international offices.”
