SNC-Lavalin confirms that it has made an approach to WS Atkins - April 4, 2017 [PDF]
Possible cash offer (the Offer) for WS Atkins plc (WS Atkins) by SNC-Lavalin Group Inc. (SNC-Lavalin).
This section of the website (the Micro-Site) contains announcements, documents and information relating to the Offer (together, the Information). The Information is being made available in good faith and for information purposes only. The availability of the Information is subject to the terms and conditions set out below.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
The full terms and conditions of any Offer, if made, will be set out in a formal scheme or offer document. In deciding whether or not to accept or vote in favour of any Offer, shareholders of WS Atkins should rely only on the information contained and procedures described in the formal scheme or offer document.
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by SNC-Lavalin from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of SNC-Lavalin.
Any person seeking access to the Micro-Site represents and warrants to SNC-Lavalin that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy WS Atkins Shares. Further, it does not constitute a recommendation by SNC-Lavalin or any other party to sell or buy securities in WS Atkins.
Shareholders of WS Atkins should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with any Offer, if made, will be set out in documents sent to or made available to shareholders of WS Atkins and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any other jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for SNC-Lavalin or WS Atkins (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from any Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.
Shareholders of WS Atkins ordinarily resident in the US or with a registered address in the US (and any custodian, nominee or trustee holding WS Atkins shares for persons in the US or with a registered address in the US) (US Holders) should note that the Offer relates to the securities of an English company listed on the Main Market of the London Stock Exchange, is subject to UK disclosure requirements and practices (which are different from those of the US).
The Offer may be effected by means of a scheme of arrangement or a takeover offer. A scheme of arrangement under English company law is not subject to the tender offer rules under the US Exchange Act of 1934 and the rules and regulations promulgated thereunder (as amended) (the US Exchange Act), and the proxy solicitation rules under the US Exchange Act would not apply to such an offer. A scheme of arrangement would be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. Any financial information included in this section of the website has been prepared in accordance with International Financial Reporting Standards (IFRS), and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If SNC-Lavalin were to implement the Offer by way of a takeover offer, any such takeover offer would be made in compliance with applicable US tender offer and securities laws and regulations.
It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since SNC-Lavalin and WS Atkins are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Shareholders of WS Atkins in Canada (Canadian Holders) should note that the Offer relates to the securities of an English company listed on the Main Market of the London Stock Exchange, is subject to UK disclosure requirements and practices (which are different from those applicable in Canada).
The Offer may be effected by means of a scheme of arrangement or a takeover offer. A scheme of arrangement under English company law is not subject to the provisions of Canadian provincial securities laws applicable to take-over bids. Accordingly, a scheme of arrangement would be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of Canadian provincial securities laws applicable to take-over bids. Any financial information included in this section of the website has been prepared in accordance with IFRS and thus may not be comparable to financial information of Canadian companies or companies whose financial statements are not prepared in accordance with IFRS in Canada. If SNC-Lavalin were to implement the Offer by way of a takeover offer, any such takeover offer made in Canada would be made in compliance with (or pursuant to available exemptions from) the applicable requirements of Canadian provincial securities laws.
The Information may contain statements relating to SNC-Lavalin and WS Atkins and the business sectors in which they operate which are, or may be deemed to be, "forward-looking statements", including for the purposes of Canadian securities law and the US Private Securities Litigation Reform Act of 1995. Generally, the words "will", "may", "should", "could", "would", "continues", "believes", "expects", "intends", "anticipates", "forecasts", "plans", "targets", "aims", "estimates" and "projects" or similar expressions identify forward-looking statements.
Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which SNC-Lavalin and WS Atkins operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which SNC-Lavalin and WS Atkins operate and changes in laws or in supervisory expectations or requirements. Neither SNC-Lavalin nor WS Atkins can give any assurance that the forward-looking statements will prove to have been correct. You should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither SNC-Lavalin nor WS Atkins undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
In relation to any Information, the only responsibility accepted by SNC-Lavalin is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither SNC-Lavalin nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on "I agree" below, you:
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