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AtkinsRéalis Signs Agreements to Sell all of its Remaining 6.76% Interest in Highway 407 ETR to Ferrovial and CPP Investments for up to approximately $2.79 Billion
MONTREAL, March 13, 2025 /CNW/ - AtkinsRéalis Group Inc. (TSX: ATRL), a world-class engineering services and nuclear company with offices around the world, today announced it has entered into agreements with a subsidiary of Ferrovial SE ("Ferrovial"), and with a subsidiary of Canada Pension Plan Investment Board ("CPP Investments") to sell all of its remaining 6.76% interest in the shares of 407 International Inc. ("Highway 407 ETR"), a toll highway traversing the Greater Toronto Area, in Ontario, Canada, for total gross proceeds of up to approximately $2.79 billion.
AtkinsRéalis Logo (CNW Group/AtkinsRéalis)
The sale of AtkinsRéalis' remaining 6.76% interest in Highway 407 ETR will be concluded through a Share Purchase Agreement and a Put and Call Option Agreement.
Sale of 5.06% Interest in Highway 407 ETR to Ferrovial
This transaction is structured in two tranches, with 3.30% of the shares of Highway 407 ETR being sold under a Share Purchase Agreement, payable at closing, and the remaining 1.76% to be sold under a Put and Call Option Agreement (the "Ferrovial Put and Call Agreement"), upon exercise of either Ferrovial's call option or upon exercise of AtkinsRéalis' put option during the 18-month post-closing period.
The overall transaction for the 5.06% interest in Highway 407 ETR is priced at approximately $2.09 billion, with the exercise price for the put and call option to be adjusted, based on an agreed formula taking into account when it will be exercised.
Sale of 1.70% Interest in Highway 407 ETR to CPP Investments
Under the same Share Purchase Agreement entered into with Ferrovial, CPP Investments has agreed to purchase 1.70% of the shares of Highway 407 ETR, with CPP Investments having up to approximately 18 months to pay the purchase price, although such deferred consideration could be paid earlier. These transaction is priced at approximately $700 million, with the purchase price to be adjusted, based on an agreed formula taking into account when it will be paid.
The closing of the sale transactions under the Share Purchase Agreement and the Ferrovial Put and Call Agreement are conditional on the closing of the sale of CPP Investments' 7.51% interest in the shares of Highway 407 ETR to Public Sector Investment Board ("PSP Investments"), as well as other customary closing conditions. These transactions are expected to close during the second quarter of 2025.
"As we indicated at our June 2024 Investor Day, while Highway 407 ETR is a truly unique and exceptional asset – and one that we are proud to have helped construct – our strategy in "Delivering excellence and driving growth" is to build a world-class Engineering Services and Nuclear company. The sale of our stake in Highway 407 ETR will allow us to accelerate on the delivery of our strategy and create further value for our shareholders," said Ian L. Edwards, President and CEO of AtkinsRéalis.
Net proceeds from the transactions will be deployed in line with the Company's capital allocation priorities outlined at its 2024 Investor Day, and based on what management and the board of directors believe would be in the best interests of the Company and most accretive to shareholder value over time. This would include paying down indebtedness, potentially funding additional growth through small and mid-size acquisitions, and returning capital to shareholders. Note that management expects a mid to high single digit percentage effective cash tax rate on the net gain on the sale through the use of the Company's available non-capital losses.
RBC Capital Markets is acting as financial advisor and Norton Rose Fulbright is acting as legal advisor to AtkinsRéalis.
About AtkinsRéalis
Created by the integration of long-standing organizations dating back to 1911, AtkinsRéalis is a world-class engineering services and nuclear company dedicated to engineering a better future for our planet and its people. We create sustainable solutions that connect people, data and technology to transform the world's infrastructure and energy systems. We deploy global capabilities locally to our clients and deliver unique end-to-end services across the whole life cycle of an asset including consulting, advisory & environmental services, intelligent networks & cybersecurity, design & engineering, procurement, project & construction management, operations & maintenance, decommissioning and capital. The breadth and depth of our capabilities are delivered to clients in strategic sectors such as Engineering Services, Nuclear and Capital. News and information are available at www.atkinsrealis.com or follow us on LinkedIn.
Forward-Looking Statements
References in this press release to the "Company", "AtkinsRéalis", "we", us" and "our" mean, as the context may require, AtkinsRéalis Group Inc. or all or some of its subsidiaries or joint arrangements or associates. Statements made in this press release that describe the Company's expectations or strategies constitute "forward-looking statements", which can be identified by the use of the conditional or forward-looking terminology such as "estimates", "expects", "forecasts", "intends", "may", "objective", "plans", "projects", "should", "will", "likely", or other variations thereon. The statements made by the Company in this press release regarding the expected timing for closing and receipt of proceeds under the transactions described herein are forward-looking statements. Forward-looking statements also include any other statements that do not refer to historical facts. The Company cautions that, by their nature, forward-looking statements involve risks and uncertainties, and that future outcomes could differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Company's current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company's business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. The forward-looking statements herein reflect the Company's expectations as at the date of this press release and are subject to change after this date. The Company does not undertake to update publicly or to revise any such forward-looking statements whether as a result of new information, future events or otherwise, unless required by applicable legislation or regulation. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.
