Toronto, Ontario – December 8, 2017: Aecon Group Inc. (TSX: ARE) today announced the receipt of two regulatory approvals in respect of the acquisition by CCCC International Holding Limited (CCCI) of all of the issued and outstanding common shares of Aecon for $20.37 per share in cash. The Commissioner of Competition has issued a “no action” letter in respect of the acquisition, the receipt of which satisfies the Competition Act approval requirement of the Arrangement Agreement. In addition, Aecon has been advised by CCCI that CCCI has received approval from the National Development and Reform Commission to proceed with the acquisition, which was also a condition of closing.
Aecon also announced that Institutional Shareholder Services (ISS) and Glass Lewis, two leading independent proxy advisory firms, have both recommended that shareholders of Aecon vote FORthe special resolution approving CCCI’s acquisition of Aecon at the upcoming meeting of shareholders to approve the transaction. In their analyses, both ISS and Glass Lewis highlighted the significant premium for shareholders, the certainty of value and immediate liquidity provided by the all-cash consideration, and the robust sales process conducted by Aecon as factors supporting a FOR recommendation.
Aecon’s Board of Directors has unanimously determined that the acquisition is in the best interests of the Company, that the terms and conditions of the acquisition are procedurally and substantively fair and reasonable to the shareholders, and that the consideration being offered to shareholders is fair, from a financial point of view. The Board has unanimously approved the Arrangement Agreement and recommends that shareholders vote FOR the special resolution approving the transaction.
Aecon’s Board of Directors recommends shareholders vote FOR the special resolution approving the transaction in advance of the voting deadline of 5:00 p.m. (Toronto time) on December 15, 2017 by using the proxy or voting instruction form that has been sent to them. The meeting of Aecon shareholders to approve the transaction is scheduled for 10:00 a.m. (Toronto time) on December 19, 2017, at The Westin Toronto Airport Hotel, Plaza Suite Meeting Room (2nd Floor), 950 Dixon Road, Toronto, ON.
Copies of the Notice of Special Meeting, the Management Information Circular of the Company dated November 17, 2017, and related documents have been filed under Aecon’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. The documents are also available on Aecon’s website at www.aecon.com/investing.
Shareholders who have questions regarding the transaction or require assistance with voting may contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors.
Closing of the transaction remains subject to other customary closing conditions, including shareholder and Court approval and approval under the Investment Canada Act. Assuming the satisfaction or waiver of these closing conditions, the transaction is expected to close by the end of the first quarter of 2018.
About Aecon
Aecon Group Inc. (TSX: ARE) is a Canadian leader and partner-of-choice in construction and infrastructure development. Aecon provides integrated turnkey services to private and public sector clients in the Infrastructure, Energy and Mining sectors and provides project management, financing and development services through its Concessions segment. For more information, please visit www.aecon.com and follow us on Twitter at @AeconGroup.