. . World News – USA – Golder Announces Contract with WSP Global Inc. .

MISSISSAUGA, Ontario, Dec. . Mar 03, 2020 (GLOBE NEWSWIRE) – The parent company of Golder Associates Corporation, Enterra Holdings Ltd. . (« Golder » or the « Company ») announces that it has entered into a definitive agreement (the « Arrangement Agreement ») with a wholly-owned subsidiary of WSP Global Inc. . (« WSP »), which states that WSP will acquire Golder (the « Transaction ») for the Aggregate under a contractual arrangement under the Companies Act (Nova Scotia) for a consideration of $ 1. 14 billion (USD).

The transaction is expected to close in the first half of 2021, subject to final approval by the Nova Scotia Supreme Court, approval of Golder shareholders (« Shareholders ») regulatory approvals, and the satisfaction or waiver of customary closing conditions.

The Transaction must be approved by the Shareholders at a meeting duly convened for that purpose (the « Meeting ») expected to be held on March 13th. January 2021 will take place. The required approval is the approval of at least three quarters of the votes cast by all shareholders present in person or by a proxy at the meeting.

The agreement provides for a non-advertising agreement on the part of Golder. The non-advertising agreement is subject to a customary « trust agreement ». Provision that entitles Golder to review and adopt an overriding proposal prior to receiving shareholder approval at the meeting, subject to any right in favor of WSP. Golder can only exercise his trustee if he fulfills his obligations under certain provisions of the arrangement contract and terminates the arrangement contract and WSP has to pay a break fee of 25 million US dollars. The agreement contains a common definition of « proposed purchase ». . Golder is entitled to inform persons who submit an acquisition proposal to Golder on an unsolicited basis of the restrictions in the agreement, and if a person who makes an acquisition proposal enters into a confidentiality agreement with Golder on terms that are no less onerous or more advantageous to them With this person as the current confidentiality agreement between Golder and WSP, this person can be provided with an edited copy of the agreement. Golder is obliged to inform WSP of all acquisition proposals received prior to the meeting and to provide WSP with copies of the relevant documents.

If the Board of Directors of the Company determines that any proposal received prior to the meeting is or can reasonably be considered to be a high-level proposal, Golder may hold discussions with the party making such proposal and provide that party with confidential information provided Golder complies with certain provisions of the agreement and Golder and the proposing party enter into a confidentiality agreement in the form described above, if this has not already been done.

For a Proposal to be an umbrella proposal, it must apply to all Golder stock or substantially all assets and meet the following criteria: (a) Comply with securities laws and is not the result of or violation of Golder’s Non-Solicitation Include covenants; (b) can reasonably be promptly completed, taking into account all financial, legal, regulatory and other aspects of any such proposal (including the anticipated timing and risks) and the person making such proposal; (c) is not subject to any funding opportunity; (d) is not subject to any duty of care; and (e) that Golder’s Board of Directors shall act in good faith after receiving the advice of its external legal and financial advisers and having considered all of the terms of the Proposal, including all legal, financial, regulatory and other aspects of such Proposal (including the anticipated Timing and risks, including the level of security of that person’s funding), if executed under their terms, the risk of default will result in a transaction that is in Golder’s best interests and more financially beneficial to shareholders than the transaction.

Golder and WSP have identified several jurisdictions where filing requests for control of competition or the merger of foreign investments is necessary or advisable. Submitting such filings and obtaining the necessary approvals or the expiration or termination of applicable waiting times is a condition for the completion of the Transaction.

Golder is known for its technical excellence and a leading global engineering and consulting company with over 60 years of successful service to its customers. With 155 offices in more than 30 countries, Golder’s professionals are driven by a passion to deliver results. They provide unique expertise to meet the ever-evolving challenges that earth, environment and energy pose to customers across infrastructure. Mining, Oil & Gas, Manufacturing, and Energy.

This press release contains certain « forward-looking statements ». pursuant to applicable Canadian securities laws that are not historical facts. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements in this press release include, but are not limited to, the date of the transaction, the time of the meeting, and the completion of legal proceedings. The statements depend on a number of assumptions and risk factors including the company’s ability to seek approval from the Nova Scotia Supreme Court, the ability of the company to seek approval from its shareholders, the ability of the company, and WSP to obtain the necessary regulatory approvals and take certain steps required by law to complete the transaction. Consequently, all forward-looking statements in this press release qualify by these cautionary statements and other warnings or factors contained herein, and no guarantee can be given that actual results or developments will be realized or, even if they materialize, that they will have the anticipated effects will have on gold. The Company’s circular that will be distributed to shareholders in connection with the Transaction contains further information on the risks and uncertainties associated with the completion of the Transaction in the section « Forward-Looking Statements ». ?. These forward-looking statements speak as of the date of this press release. Except as required by applicable securities laws, the company undertakes no obligation to publicly update or revise any forward-looking statements to reflect future information, events or circumstances.

No securities regulator has verified the adequacy or accuracy of this press release or accepts responsibility for it.

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WSP Global, Golder Associates, Engineering