Morneau Shepell Inc (TSX: MSI) has agreed to acquire all of the outstanding shares of LifeWorks Corp Ltd, an Atlanta, Georgia-based abettor abetment affairs and wellness provider.
The cash-and-stock deal, accepted to abutting this month, is admired at about $426 million.
Morneau Shepell, a Toronto-based animal assets consulting and technology company, said the accretion will bolster its all-around footprint.
LifeWorks, which serves added than 4,200 administration in 57 industries, was formed in 2016 through a collective adventure amid Work Angel Technology Ltd and Ceridian HCM Holding Inc. When Ceridian went accessible beforehand this year, it spun out LifeWorks to absolute shareholders, including Thomas H. Lee Partners and Cannae Investors.
Morneau Shepell announces accretion of LifeWorks Corporation Ltd. and circumstantial $210 actor disinterestedness offering
Acquisition of a all-around EAP and wellness provider with an industry arch technology that bolsters Morneau Shepell’s all-around footprintTotal acquirement bulk of about $426 actor (US$325 million), payable in banknote and Morneau Shepell sharesSignificant run-rate synergies of about $10 actor in 2019 and about $15 actor per year by 2020Anticipated to be over 10 per cent accretive to 2019 antithesis per share
TORONTO, July 9, 2018 /CNW/ – Morneau Shepell Inc. (TSX: MSI) (“Morneau Shepell” or the “Company”) is admiring to advertise the entering into of a absolute acceding to admission all of the outstanding shares of LifeWorks Corporation Ltd. (“LifeWorks”) for a absolute acquirement bulk of about $426 million, payable in banknote and Morneau Shepell shares. The Accretion is accountable to accepted altitude and is accepted to abutting in backward July 2018.
LifeWorks is a arch all-around Abettor Abetment Affairs (EAP) and wellness provider with a alternating acquirement business archetypal and an added technology belvedere that delivers an chip abettor offering. LifeWorks’ belvedere is focused on transforming absolute abettor abundance beyond abettor abetment programs, rewards and recognition, animal assets communications and community, allowances and accumulation and wellness. As a aftereffect of the Acquisition, the Aggregation will be able to bear a absolute portfolio of casework advised to body and sustain brainy and concrete bloom in accession to acclamation issues through analytic treatment. Afterward the Acquisition, the Aggregation will additionally add the adequacy to bear abounding of its absolute casework through LifeWorks’ software as a account (“SaaS”) alternating acquirement model, acceptable cross-selling opportunities for abundance casework and accretion appliance through an chip platform.
Morneau Shepell is already a bazaar baton in Canada with a growing attendance in the U.S. and internationally in key arising markets. The Accretion will bolster the Company’s geographic cast through LifeWorks’ accustomed attendance in the U.S., U.K., Australia and Canada.
“This accretion is accumbent with Morneau Shepell’s all-around advance activity as able-bodied as our focus on technology innovations to actualize added bulk for our audience and their employees,” said Stephen Liptrap, President and Chief Executive Officer of Morneau Shepell. “This is a amazing befalling to abound our U.S. and all-around footprint, while architecture on our technology cast to actualize chip user experiences.”
“LifeWorks brings significant, commutual strengths into our EAP business,” said Rita Fridella, Executive Vice-President, Morneau Shepell and President, Abettor Abutment Solutions. “Morneau Shepell is added in the analytic assay ancillary of abode bloom with a able technology platform. LifeWorks brings an chip belvedere focused on EAP, abettor engagement, rewards and recognition, and HR communications. Together we actualize an added chip abettor experience.”
“LifeWorks’ ambition is to absolutely appulse the bloom and abundance of advisers globally with our acid bend technology. This transaction brings us one ample footfall afterpiece to this goal,” said Jamie True, Chief Executive Officer of LifeWorks. “Our added than 500 advisers will become a axiological allotment of the Morneau Shepell team. LifeWorks’ abundance account and belvedere accumulated with Morneau Shepell’s accustomed analytic backbone and award-winning abettor abutment solutions cements our position as the arch abettor abundance ability brand.”
In affiliation with the Acquisition, the Aggregation has entered into an acceding with a syndicate of underwriters (the “Underwriters”) co-led by TD Balance Inc. and National Bank Cyberbanking Inc. to issue, on a bought accord basis, $210 actor of cable receipts (the “Subscription Receipts”) to accounts a allocation of the Accretion (the “Offering”). In addition, the Aggregation will affair about $31 actor of Shares to Lifeworks executives. The antithesis of the Accretion will be financed pursuant to an adapted and restated acclaim ability abiding by National Bank Cyberbanking Inc. and underwritten by National Bank of Canada. The Accretion represents a acquirement bulk assorted of about 11.2x advancing 2019 EBITDA, including in year synergies. See “Forward-Looking Information” and “Non-IFRS Cyberbanking Measures” below.
Highlights of the Acquisition
The Accretion presents a cogent accession to the Company’s arch EAP alms and is constant with its advance activity and eyes to optimize the bloom and abundance of bodies – the affection of every organization. LifeWorks has developed an industry-leading and unified abundance technology belvedere that combines EAP with an immersive wellness and affirmation adaptable offering. The Accretion will acquiesce the Aggregation to bigger abode assorted abundance challenges faced by its audience and their employees.
In 2017, LifeWorks generated acquirement of $105 million. Administration anticipates that the Accretion will accomplish cogent run-rate synergies of about $10 actor in 2019 and about $15 actor per year by 2020. Such synergies are accepted to be accomplished primarily from bulk cause and ability enhancements from the Company’s added cost-efficient charge of services. In addition, the Aggregation anticipates that it will be able to cross-sell articles to absolute Morneau Shepell and LifeWorks clients.
The Accretion is accumbent with Morneau Shepell’s cyberbanking objectives and administration anticipates the Accretion to be added than 10 per cent accretive to the Company’s 2019 Antithesis Per Share excluding accretion accompanying acquittal of acquired intangibles, and including in year synergies.
Subscription Receipt Offering
To accounts a allocation of the Acquisition, the Aggregation has entered into an acceding with the Underwriters to affair 7,910,000 Cable Receipts at a bulk of $26.55 per Cable Receipt, on a bought accord basis, for gross gain of about $210 million. The Aggregation has additionally accepted the Underwriters an advantage to acquirement up to an added 791,000 Cable Receipts on the aforementioned agreement and conditions, exercisable at any time, in accomplished or in part, up to 30 canicule afterwards the closing of the Offering. If the closing of the Accretion occurs on the aforementioned date as the closing of the Offering, the Aggregation will bear Shares, instead of Cable Receipts, to investors on closing of the Offering.
Upon the achievement or abandonment of anniversary of the altitude antecedent to the closing of the Accretion (other than the acquittal of the application for the Accretion and such added altitude antecedent that, by their nature, are to be annoyed at the time of closing of the Acquisition): (a) one Share will be automatically issued in barter for anniversary Cable Receipt (subject to accepted anti-dilution protection), after acquittal of added application or added activity by the holder thereof; (b) an bulk per Cable Receipt according to the per-share banknote assets declared by the Aggregation on the Shares to holders of almanac on a date during the aeon that the Cable Receipts are outstanding, net of any applicative denial taxes, will become payable in account of anniversary Cable Receipt; and (c) the net gain from the auction of the Cable Receipts will be appear from escrow to the Aggregation for the purposes of commutual the Acquisition.
The net gain from the auction of the Cable Receipts will be captivated by an escrow abettor awaiting the accomplishment or abandonment of all outstanding altitude antecedent to closing of the Accretion (other than the acquittal of the application for the Acquisition). There can be no affirmation that the applicative closing altitude will be met or that the Accretion will be consummated.
If the Accretion is not completed as declared aloft by October 31, 2018 or if the Accretion is concluded at an beforehand time, the gross gain of the Alms and pro rata alms to absorption becoming or accounted to be becoming on the gross gain of the Offering, net of any applicative denial taxes, will be paid to holders of the Cable Receipts and the Cable Receipts will be cancelled.
The Cable Receipts will be offered pursuant to a short-form announcement to be filed in anniversary of the ambit of Canada, which describes the agreement of the Offering. The Alms is accepted to abutting on or about July 27, 2018 and is accountable to assertive altitude including, but not bound to, the approval of the Toronto Stock Exchange.
This account absolution is not an action of any balance for auction in the United States. The balance offered pursuant to the Alms may not be offered or awash in the United States absent allotment or an accessible absolution from the allotment requirements of the U.S. Balance Act of 1933, as adapted (the “U.S. Balance Act”) and applicative U.S. accompaniment balance laws. Morneau Shepell will not accomplish any accessible alms of the balance in the United States. This account absolution shall not aggregate an action to advertise or the address of an action to buy, nor shall there be any auction of these securities, in any administration in which such offer, address or auction would be unlawful.
In adjustment to accounts the actual acquirement bulk and costs accompanying to the Acquisition, Morneau Shepell has entered into a charge letter with National Bank of Canada and National Bank Cyberbanking Inc., pursuant to which National Bank of Canada has committed, accountable to accepted conditions, to accommodate up to a $600 actor five-year revolving acclaim facility, which will alter and recapitulate Morneau Shepell’s absolute $300 actor four-year acclaim facility.
Advisors and Counsel
TD Balance Inc. is acting as absolute cyberbanking adviser to Morneau Shepell. Seyfarth Shaw LLP is acting as acknowledged admonition to Morneau Shepell in affiliation with the Acquisition. Goodmans LLP is acting as acknowledged admonition to Morneau Shepell in affiliation with the Alms and the debt financing.
KeyBanc Basic Markets Inc. is acting as absolute cyberbanking adviser to LifeWorks. Weil, Gotshal & Manges LLP is acting as acknowledged admonition to LifeWorks in affiliation with the Acquisition, forth with Taylor Wessing LLP and Goodmans LLP.
Management of Morneau Shepell will host a appointment alarm on July 9, 2018 at 4:15 p.m. ET to altercate the Acquisition. The appointment alarm is accessible to all those adulatory to attend. In adjustment to participate in the alive appointment call, amuse alarm 416-695-7850 (participant cipher 9752078#) in the Toronto area, or 1-866-696-5894 (participant cipher 9752078#) throughout the blow of Canada. An overview presentation will be accessible on the Company’s contour at sedar.com afterward the call. A epitomize of the alarm will be accessible via the Morneau Shepell website at morneaushepell.com.
About Morneau Shepell Inc.
Morneau Shepell is the alone animal assets consulting and technology aggregation that takes an chip admission to abettor assistance, health, allowances and retirement needs. The Aggregation is the arch provider of abettor and ancestors abetment programs, the better ambassador of retirement and allowances affairs and the better provider of chip absence administration solutions in Canada. As a baton in cardinal HR consulting and avant-garde alimony design, the Aggregation helps audience break circuitous workforce problems and provides chip productivity, bloom and retirement solutions.
Established in 1966, Morneau Shepell serves about 20,000 clients, alignment from baby businesses to some of the better corporations and associations. With added than 4,000 advisers in offices beyond North America, Morneau Shepell provides casework to organizations beyond Canada, in the United States and about the globe. Morneau Shepell is a publicly-traded aggregation on the Toronto Stock Barter (TSX:MSI). For added information, appointment morneaushepell.com.
About LifeWorks Corporation Ltd.
LifeWorks is an abettor abundance business which combines abettor assistance, wellness, acceptance and allurement programs in the United States, Canada, Australia and the United Kingdom. Alms the alone unified, modular belvedere in the abettor abundance market, LifeWorks’ band-aid appearance an acquired abettor abetment program, HR communications and community, allowances and savings, rewards and recognition, and a wellness program. Its best-in-class user acquaintance and abutment casework advice advance abettor bloom and productivity. Formed in 2016 as a aftereffect of a collective adventure amid Work Angel Technology Bound and Ceridian HCM Holding Inc., LifeWorks serves over 4,200 administration beyond 57 industries, including technology, medical and pharmaceuticals, benefits, cyberbanking and finance, insurance, accommodation and consulting. LifeWorks employs a workforce of added than 500 people, and has admission to a common arrangement of 24,000 able counsellors, certified coaches and specialized professionals beyond a array of disciplines. For added information, appointment lifeworks.com.
For added information: Morneau Shepell Inc., Helen Reeves, 416.345.5633, [email protected]
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