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Nelnet, Inc. Amends and Extends Fixed Price Cash Tender Offer For Notes of Nelnet Education Loan Funding, Inc.

LINCOLN, Neb., Dec. 16, 2013 /PRNewswire/ — Nelnet, Inc. (NNI) (the “Company”) announced today that it is (a) extending the expiration time for its fixed price cash tender offer for any and all outstanding Series 2004?2 senior auction rate student loan asset?backed notes and Series 2004?2 subordinate auction rate student loan asset?backed notes (collectively, the “Auction Rate Notes”) of Nelnet Education Loan Funding, Inc. (the “Issuer”), that are identified in the table below, to 5:00 p.m., New York City time, on Wednesday, January 8, 2014, unless further extended or earlier terminated (the “Expiration Time”), and (b) increasing the consideration offered for such Auction Rate Notes to the prices set forth in the table below (the “Notes Consideration”):

CUSIP Number

Class

Security Description

Consideration per $1,000

Principal Amount

64031RBA6

A?5b

Senior Auction Rate Notes

$980

64031RBB4

A?5c

Senior Auction Rate Notes

$980

64031RBC2

B?1

Subordinate Auction Rate Notes

$900

In addition to the Notes Consideration, the Company will pay all accrued and unpaid interest on the Auction Rate Notes purchased pursuant to the offer up to, but not including, the Settlement Date (as defined below). To receive the Notes Consideration, holders of Auction Rate Notes must validly tender their Auction Rate Notes prior to the Expiration Time. The Company will pay the Notes Consideration plus all accrued and unpaid interest on the Auction Rate Notes purchased pursuant to the offer in same?day funds promptly after the Expiration Time (the “Settlement Date”), which is expected to be on or about Friday, January 10, 2014. The Company expects to use available cash to pay for the Auction Rate Notes.

Additional terms and conditions of the tender offer are set forth in the Offer to Purchase, dated December 2, 2013, as amended by the First Amendment to Offer to Purchase, dated December 16, 2013 (collectively, the “Amended Offer to Purchase”).

As of 5:00 p.m., New York City time, on Monday, December 16, 2013, none of the Class A?5b Senior Auction Rate Notes, $700,000 of the Class A?5c Senior Auction Rate Notes and $200,000 of the Class B?1 Subordinate Auction Rate Notes have been tendered pursuant to the Offer to Purchase.

This press release is neither an offer to purchase nor a solicitation to buy any of the Auction Rate Notes, nor is it a solicitation for acceptance of the tender offer. Nelnet is making the tender offer only by, and pursuant to the terms of, the Amended Offer to Purchase. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Nelnet or its affiliates, the Issuer, the Dealer Manager or the Depositary and Information Agent is making any recommendation as to whether or not holders should tender their Auction Rate Notes in connection with the tender offer.

The complete terms and conditions of the tender offer are set forth in the Amended Offer to Purchase sent to holders of the Auction Rate Notes. Holders are urged to read the tender offer documents carefully. Copies of the Amended Offer to Purchase may be obtained from the Depositary and Information Agent for the tender offer, Global Bondholders Services, at (212) 430?3774 (for Banks and Brokers) or (866) 470?4500 (toll free).

Goldman, Sachs & Co. is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (212) 357?6436 or (800) 828?3182 (toll free).

For more than 30 years, Nelnet has been helping families plan, prepare, and pay for their educations.

Information contained or incorporated in this press release may be considered forward looking in nature and is subject to various risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or expected. Among the key factors that may have a direct bearing on the Company’s operating results, performance, or financial condition expressed or implied by the forward?looking statements are changes in the terms of student loans and the educational credit marketplace arising from the implementation of applicable laws and regulations, and from changes in such laws and regulations, adverse results in legal disputes, changes in the demand for educational financing or in financing preferences of educational institutions, students, and their families, increased financing costs and changes in the general interest rate environment.

[…]

Nelnet, Inc. Commences Fixed Price Cash Tender Offer For Notes of Nelnet Education Loan Funding, Inc.

LINCOLN, Neb., Dec. 2, 2013 /PRNewswire/ — Nelnet, Inc. (NNI) (the “Company”) announced today that it has commenced a fixed price cash tender offer for any and all outstanding Series 2004?2 senior auction rate student loan asset?backed notes and Series 2004?2 subordinate auction rate student loan asset?backed notes (collectively, the “Auction Rate Notes”) of Nelnet Education Loan Funding, Inc. (the “Issuer”), that are identified in the table below, for the consideration described in the table below (the “Notes Consideration”):

CUSIP Number

Class

Security Description

Consideration per $1,000 Principal Amount

64031RBA6

A?5b

Senior Auction Rate Notes

$960

64031RBB4

A?5c

Senior Auction Rate Notes

$960

64031RBC2

B?1

Subordinate Auction Rate Notes

$850

In addition to the Notes Consideration, the Company will pay all accrued and unpaid interest on the Auction Rate Notes purchased pursuant to the offer up to, but not including, the Settlement Date (as defined below). The offer will expire at 5:00 p.m., New York City time, on Monday, December 16, 2013, unless extended or earlier terminated (the “Expiration Time”). To receive the Notes Consideration, holders of Auction Rate Notes must validly tender their Auction Rate Notes prior to the Expiration Time. The Company will pay the Notes Consideration plus all accrued and unpaid interest on the Auction Rate Notes purchased pursuant to the offer in same?day funds promptly after the Expiration Time (the “Settlement Date”), which is expected to be on or about Thursday, December 19, 2013. The Company expects to use available cash to pay for the Auction Rate Notes.

Additional terms and conditions of the tender offer are set forth in the Offer to Purchase, dated December 2, 2013 (the “Offer to Purchase”).

This press release is neither an offer to purchase nor a solicitation to buy any of the Auction Rate Notes, nor is it a solicitation for acceptance of the tender offer. Nelnet is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Nelnet or its affiliates, the Issuer, the Dealer Manager or the Depositary and Information Agent is making any recommendation as to whether or not holders should tender their Auction Rate Notes in connection with the tender offer.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase that are being sent to holders of the Auction Rate Notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase may be obtained from the Depositary and Information Agent for the tender offer, Global Bondholders Services, at (212) 430?3774 (for Banks and Brokers) or (866) 470?4500 (toll free).

Goldman, Sachs & Co. is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (212) 357?6436 or (800) 828?3182 (toll free).

For more than 30 years, Nelnet has been helping families plan, prepare, and pay for their educations.

Information contained or incorporated in this press release may be considered forward looking in nature and is subject to various risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or expected. Among the key factors that may have a direct bearing on the Company’s operating results, performance, or financial condition expressed or implied by the forward?looking statements are changes in the terms of student loans and the educational credit marketplace arising from the implementation of applicable laws and regulations, and from changes in such laws and regulations, adverse results in legal disputes, changes in the demand for educational financing or in financing preferences of educational institutions, students, and their families, increased financing costs and changes in the general interest rate environment.

[…]

How to Compete Against Cash Buyers

In many real estate markets today, there’s a lot of talk about cash buyers. These buyers have a reputation for swooping in and “stealing” homes out from under other buyers, simply because someone with cash doesn’t need a loan. Regular buyers relying on credit are often intimidated by what appears to be a “lose-lose” situation. They assume that if they need a loan, they can’t compete.

The truth is, someone buying a home with credit can still compete against cash buyers and win. Do you have a 20% down payment? Are you well employed? Do you have cash reserves in addition to your down payment? Do you have very little debt? Do you have good credit? If so, your purchase should be as bullet-proof as a cash buyer’s.

Here’s what you need to do to compete against a cash buyer.

Structure your offer as if it’s a shoo-in

Ask your lender to write not only a pre-approval letter but to verify that you’re a well-qualified buyer. Get your agent or mortgage professional to provide some financial information about you with your offer (if you’re OK with that, of course).

See if your mortgage professional can take it a step further. Have your lender take as much of your loan through the process as possible. Send the lender a copy of the preliminary title report, if available. If you’re buying a condo, find out if a condo questionnaire is available and give it to your lender. If you take any of these steps, let the seller know.

Shorten the loan and appraisal contingencies

Ask your lender how quickly an appraiser can be sent out to the property and how long the loan would take to turnaround. In some parts of the country, loans are being approved in less than 14 days.

Pre-order an appraisal

This may not be as easy with a bigger bank. But smaller banks, direct lenders or mortgage brokers can line up the appraisal in advance. At the time your offer is written, tell the seller the appraisal has already been ordered.

Have the inspection immediately

Along with the quick appraisal and loan contingencies, get your inspector in and out. Shelling out a few hundred dollars and getting the inspections done within days of having your offer accepted shows the seller you mean business.

Pay extra

Paying more money to beat a cash offer may sound counterintuitive, but cash buyers nearly always expect a discount from the seller simply because they’re offering cash. As a result, the cash buyer will often make a lower offer. To increase your chances, top the cash offer.

If a seller is faced with a few thousand dollar difference, the seller probably wouldn’t risk it. But what if your offer is 5 percent higher than the cash buyer’s? The seller, perhaps wanting the best of both worlds, may ask the cash buyer to raise his or her offer. Some cash buyers will come up, but not always enough to match.

Bottom line: Stay in the game and know your limits. Do you plan to live in the house for many years and it’s the home of your dreams? Overpaying isn’t the end of the world, so long as you’re within a reasonable range.

Make yourself known to the seller

Some buyers write “love letters” to the sellers, hoping to appeal to their personal side. Does this work? Sometimes. If you’re competing with a cash buyer, particularly an investor who plans to rent the home out, it can’t hurt to get a little personal.

When a seller’s agent presents an offer, the seller always wants to know more about the potential buyer. Ask your agent to write a cover letter and an introduction. Let the seller know who you are, why you like the home and what your intentions are. It usually works.

But not always. Sometimes a seller just doesn’t want to take a risk with someone getting a loan, and nothing you do — aside from paying all cash — will change that. So do the best you can and be realistic. Make sure your financial “‘house” is in order. Work with a good local real estate agent and start working with a local mortgage professional well in advance. Structure your offer to show that you’re ready to roll. And who knows? It just might go your way.

Read More From Zillow.com

What to Expect When You’re Inspecting? 5 Ways to Beat Out the Competition 5 Tips for the Final Walk-Through

Brendon DeSimone ;is a realtor and a ;real estate expert. ; His practical advice is regularly sought out by print, online and television media outlets including FOX News, CNBC, USA Today, Bloomberg, FOX Business and Forbes. ;An active investor himself, Brendon owns real estate around the U.S. and abroad and is licensed to sell in ;California ;and ;New York. ;Consumers often call on Brendon for advice ;and to help them ;find a real estate agent. You can find Brendon on ;Facebook ;or ;follow him on ;Twitter ;or ;Google Plus.

Note: The views and opinions expressed in this article are those of the author and do not necessarily reflect the opinion or position of Zillow.

[…]

Tower International Announces New Credit Facility and Completion of Cash Tender Offer for $275,992,000 of Outstanding …

LIVONIA, Mich., April 23, 2013 /PRNewswire/ — Tower International, Inc. (TOWR), a leading integrated global manufacturer of engineered structural metal components and assemblies, today announced that it has entered into a new credit facility that provides for a term loan in an aggregate amount of $420,000,000. The maturity date for the term loan is April 23, 2020. The term loan will bear interest at (i) an alternate base rate (which is the highest of the Prime Rate, the Federal Funds Effective Rate plus 1/2% and the Adjusted LIBO Rate (as each such term is defined in the Term Loan Credit Agreement) for a one month interest period plus 1%) plus a margin of 3.50% or (ii) the Adjusted LIBO Rate (calculated by multiplying the applicable LIBOR rate by a statutory reserve rate, with a floor of 1.25%) plus a margin of 4.50%. The proceeds of the credit facility will be used to fund the previously announced cash tender offer (the “Tender Offer”) by Tower International, Inc.’s wholly-owned subsidiaries, Tower Automotive Holdings USA, LLC and TA Holdings Finance, Inc. (such subsidiaries collectively, the “Company”), to purchase up to $275,992,000 of the Company’s outstanding 10.625% Senior Secured Notes due 2017 (the “Notes”), pay for transaction expenses and, pursuant to the terms of the indenture governing the Notes (the “Indenture”), satisfy the anticipated redemption of up to $86,000,000 aggregate principal amount of the Notes.

The Tender Offer expired at 12:01 a.m., New York City time on April 22, 2013. An aggregate principal amount of $361,992,000 of the Notes was validly tendered in the Tender Offer and not validly withdrawn. The Company accepted for purchase on a pro rata basis $275,992,000 in aggregate principal amount of such Notes. The amount of Notes purchased was determined under the terms and conditions of the Tender Offer as set forth in the Offer to Purchase, dated March 15, 2013, as such Offer to Purchase was amended by Tower International, Inc.’s press release dated April 5, 2013. The Notes that were tendered but not accepted in the Tender Offer will be promptly returned to the tendering parties.

Pursuant to the terms of the Indenture, the Company intends to redeem up to $86,000,000 aggregate principal amount of Notes, to the extent such amounts remain outstanding, at a redemption price of 105.0% of the principal amount thereof, plus accrued and unpaid interest. The Company expects to redeem $43,000,000 of such principal amount on or about May 24, 2013 following notice of redemption on or about April 23, 2013 and to redeem the balance thereof on or about August 24, 2013 following notice of redemption to the holders of Notes on or about July 25, 2013. There is no assurance, however, that any such redemption will occur.

In connection with the new credit facility, the Tender Offer and the anticipated redemptions of $86,000,000 in aggregate principal amount of the Notes described above, Tower International, Inc. anticipates it will incur charges of approximately $50 million in the second quarter of 2013 and charges of approximately $3 million in the third quarter of 2013. These charges relate to the tender premium, accelerated amortization of original issue discount and fees, and expenses associated with the Tender Offer.

Citigroup Global Markets Inc. served as dealer manager for the Tender Offer. Global Bondholder Services Corporation served as the depositary and the information agent for the Tender Offer. Questions regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at either (800) 558-3745 or collect at (212) 723-6106.

Forward-Looking Statements and Risk Factors

This press release contains statements which constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to the Company’s plans to redeem up to $86,000,000 aggregate principal amount of the Notes and the dollar amount of charges to be taken in the second and third quarters. The forward-looking statements can be identified by words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “project,” “target,” and other similar expressions. Forward-looking statements are made as of the date of this press release and are based upon management’s current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance. The following important factors, as well as risk factors described in Tower International, Inc.’s reports filed with the SEC, could cause our actual results to differ materially from estimates or expectations reflected in such forward-looking statements:

automobile production volumes; the financial condition of our customers and suppliers; our ability to make scheduled payments on our indebtedness and comply with the covenants and restrictions contained in the instruments governing our indebtedness; our ability to refinance our indebtedness; our ability to generate non-automotive revenues; risks associated with our non-U.S. operations, including foreign exchange risks and economic uncertainty in some regions; any increase in the expense and funding requirements of our pension and other postretirement benefits; our customers’ ability to obtain equity and debt financing for their businesses; our dependence on our largest customers; pricing pressure from our customers; work stoppages or other labor issues affecting us or our customers or suppliers; and costs or liabilities relating to environmental and safety regulations.

We do not assume any obligation to update or revise the forward-looking statements contained in this press release.

Contact:
Derek Fiebig
Executive Director, Investor & External Relations
(248) 675-6457
fiebig.derek@towerautomotive.com

[…]

Huntingdon announces intention to increase all- cash offer to $8.00 per unit for 100% of KEYreit Units

RICHMOND , BC, March 26, 2013 /CNW/ – Huntingdon Capital Corp (“Huntingdon“) (HNT.TO) (HNT-DB.TO) (HNT-WT.TO) is pleased to announce that it intends to increase its offer to purchase 100% of the issued and outstanding trust units (the “Units“) of KEYreit (“KEYreit“) (KRE-UN.TO), excluding Units already held by Huntingdon, for consideration per Unit of, at the election of each holder, (i) $8.00 in cash; or (ii) $6.00 in cash and 0.16038492 of a Huntingdon common share (the “Huntingdon Amended Offer”). The amended transaction is now valued at approximately $119 million .

The Huntingdon Amended Offer provides the following advantages over the offer by Plazacorp Retail Properties Ltd. to acquire 100% of the issued and outstanding Units of KEYreit announced on March 25, 2013 (the “Plazacorp Offer”):

the Huntingdon Amended Offer is NOT subject to proration and enables KEYreit to receive $8.00 in cash, as opposed to the Plazacorp Offer which is subject to a maximum aggregate cash amount of approximately $59.5 million or $4.00 per unit assuming every KEYreit unitholder elects cash (representing approximately 50% of the consideration under the Plazacorp Offer); the Plazacorp Offer does not imply $8.00 based on Plazacorp’s share price. Assuming all Units are tendered, Plazacorp’s offer requires KEYreit unitholders to take 50% of their consideration in Plazacorp shares. Based on the closing price of Plazacorp’s shares on March 26, 2013 , the Plazacorp Offer implies a value of approximately $7.88 per KEYreit unit. Huntingdon’s Amended Offer will enable KEYreit Unitholders to have their Units taken up on the expiry of the Huntingdon Amended Offer, anticipated to be on April 11, 2013 , representing an opportunity to receive cash consideration up to 40 days earlier than Units may be taken up under the Plazacorp Offer based on current disclosure. The Plazacorp Offer is conditional and will not be open for acceptance until May 2013 , 35 days after Plazacorp’s take-over bid circular is mailed to unitholders of KEYreit. According to Plazacorp’s March 25, 2013 press release, once mailed, the Plazacorp Offer can be withdrawn or extended and will be conditional upon, among other things, Plazacorp acquiring such number of KEYreit Units that represent at least 66-2/3% of the outstanding Units calculated on a fully-diluted basis, as well as receipt of customary regulatory consents and approvals. Assuming all of the Plazacorp’s conditions are eventually satisfied, KEYreit unitholders will have to wait to May 2013 to be taken up and as a result, will be exposed to fluctuations in Plazacorp’s share price during this time.

Commenting on the Huntingdon Amended Offer, Huntingdon’s President and Chief Executive Officer, Mr. Zachary George , stated, “We are pleased to have created value for KEYreit unitholders through this process and believe that our amended and very attractive $8.00 per unit all-cash offer provides near term certainty for unitholders.”

The $8.00 per Unit Huntingdon Amended Offer represents a very attractive premium of approximately 29% to the closing price of $6.18 per Unit on the TSX on January 28, 2013 (the last trading day prior to the announcement of Huntingdon’s intention to make its initial offer) and a premium of approximately 29% to the volume-weighted average trading price of $6.18 per Unit over the 20 trading days on the TSX up to and including January 28, 2013 .

Full details of the Huntingdon Amended Offer will be contained in a Notice of Variation, which Huntingdon anticipates filing and mailing on April 1, 2013 .

Huntingdon anticipates the Huntingdon Amended Offer will be open for acceptance by KEYreit unitholders until 5:00 p.m. ( Toronto time) on April 11, 2013 , unless the Huntingdon Amended Offer is further extended or withdrawn by Huntingdon.

The Offeror

Huntingdon and its affiliates own 814,000 trust units of KEYreit, representing approximately 5.4% of KEYreit’s currently issued and outstanding trust units. Huntingdon is a multi-asset class real estate company offering a dynamic blend of office, industrial, retail and aviation-related space in primary and secondary markets across Canada .

Additional Details of the Huntingdon Amended Offer

Huntingdon anticipates that the Huntingdon Amended Offer will be subject to the same conditions as Huntingdon’s initial offer, commenced on January 31, 2013 , as amended on March 7, 2013 , and as further amended on March 18, 2013 , which conditions, unless waived, must be satisfied.

Full details of the Huntingdon Amended Offer will be available in a Notice of Variation and other documents which Huntingdon anticipates to be mailed to KEYreit securityholders and filed on SEDAR at www.sedar.com on April 1, 2013 .

Transaction Financing

Huntingdon is financing the Huntingdon Amended Offer through available resources, including cash on hand and a loan facility provided by KingSett Mortgage Corporation .

Advisors

Huntingdon has engaged Farris, Vaughan, Wills & Murphy LLP as its legal advisors.

Huntingdon has engaged Trimaven Capital Advisors Inc. as its financial advisor in connection with the Huntingdon Amended Offer, including arranging and advising on the loan facility being provided by KingSett Real Estate Mortgage LP No. 3, an affiliate of KingSett Capital .

About Huntingdon Capital Corp

Huntingdon is a British Columbia real estate operating company listed on the TSX (Common Shares: HNT; Debentures: HNT.DB; Warrants: HNT.WT). Huntingdon owns and manages a portfolio of 36 industrial, office, retail and aviation-related properties throughout Canada that have a total gross leasable area of 2.7 million square feet. In addition, Huntingdon owns an approximate 30% interest in FAM Real Estate Investment Trust (the “REIT”) (TSX: F.UN, F.WT) and manages, on behalf of the REIT, a portfolio of 27 industrial, office, and retail properties throughout Canada that have a gross leasable area of 1.7 million square feet.

Important Notice

This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The release, publication and distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published and distributed should inform themselves about and observe such restrictions. The Amended Offer is not being made in, nor will deposits of securities be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Huntingdon may, in its sole discretion, take such action as it deems necessary to extend the Amended Offer in any such jurisdiction.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this news release constitutes “forward-looking information” (or “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical or present fact, constitute forward-looking information and typically include words and phrases about the future such as “may”, “will”, “anticipate”, “estimate”, “expect”, “plan”, “intend”, “believe”, “predict”, “goal”, “target”, “project”, “potential”, “strategy” and “outlook” or the negative thereof or similar variations. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable by Huntingdon, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Huntingdon cautions the reader that such forward-looking information involves known and unknown risks, uncertainties and other factors, estimates and assumptions that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking information. Some important factors, estimates and assumptions that could cause actual results to differ materially from expectations include, among other things, the assumption that Huntingdon will acquire 100% of the issued and outstanding trust units in KEYreit through the Huntingdon Amended Offer; the assumption that all of the conditions to the offer will be satisfied; certain assumptions relating to general economic conditions, market factors, competition, changes in government regulation and changes in prevailing interest rates; and the assumption that there are no inaccuracies or material omissions in KEYreit’s publicly available information, and that KEYreit has not disclosed events which may have occurred or which may affect the significance or accuracy of such information. While Huntingdon considers these factors, estimates and assumptions to be reasonable based on information currently available to them, they may prove to be inaccurate.

The information concerning KEYreit contained in this press release has been taken from or is based entirely upon KEYreit’s publicly available documents and has not been independently verified by Huntingdon. Huntingdon, nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information, or for any failure by KEYreit to disclose events or facts which may have occurred or which may affect the significance or accuracy of any such information, but which are unknown to Huntingdon. Forward-looking information contained herein are made as of the date of this press release based on the opinions and estimates of Huntingdon on the date statements containing such forward-looking information are made. Huntingdon does not undertake any obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except to the extent legally required. Accordingly, readers should not place any undue reliance on forward-looking information.

SOURCE: Huntingdon Capital Corp.

Contact:

Zachary R. George, Director, President and Chief Executive Officer
Tel: (604) 249-5119
Fax: (604) 249-5101
Email: zgeorge@huntingdoncapital.com

[…]

Get the Car Fixed with a Payday Loan

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Get the Car Fixed with a Payday Loan

by admin on March 4, 2013

Does the car need to be repaired? Are you wondering how you can come up with the money quickly? Well, wonder no more. The answer is a payday loan. These loans are designed to help people that are in the exact position that you are facing now. All you need to do is show a copy of our paycheck stub and have a checking account. Fill out the online application, and enter how much money you need. It is that easy. You can use a post dated check to repay the loan, but the best news is that you can fix your car. Click here for payday online loans video.

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Payday Loans Affiliate Program – T3leads

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INTERNET BUSINESS AND HOMEBASE BUSINESS SPECIAL OFFER Details: youtubeoffer.co ADVERTISE HERE IF YOU ARE READING THIS, SO ARE YOUR POTENTIAL CUSTOMERS! […]

Recommended Merger of GENIVAR Inc. and WSP Group Plc to be Implemented by Way of a Cash Offer

LONDON–(BUSINESS WIRE)–

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

7 June 2012

RECOMMENDED MERGER OF GENIVAR INC. AND WSP GROUP PLC

TO BE IMPLEMENTED BY WAY OF A CASH OFFER

for

WSP GROUP PLC (“WSP”)

by

GENIVAR INC. (“GENIVAR”)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Summary

The boards of directors of GENIVAR and WSP are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which GENIVAR (or a direct or indirect wholly-owned subsidiary of GENIVAR Inc.) will acquire the entire issued and to be issued ordinary share capital of WSP in order to effect a merger between the GENIVAR Group and the WSP Group (the “Merger”). The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act. Under the terms of the Merger, WSP Shareholders will be entitled to receive 435 pence in cash for each WSP Share held, valuing the entire issued share capital of WSP at approximately £278 million. The Offer price represents a premium of approximately: 67.3 per cent. to the Closing Price per WSP Share of 260 pence on 6 June 2012 (being the last Business Day prior to the date of this announcement); and 78.1 per cent. to the six-month average price per WSP Share of 244 pence (being the average Closing Price for the six-month period ended on 6 June 2012 being the last Business Day prior to the date of this announcement). The WSP Directors, who have been so advised by Rothschild, consider the terms of the Merger to be fair and reasonable. In providing advice to the WSP Directors, Rothschild has taken into account the commercial assessments of the WSP Directors. Accordingly, the WSP Directors intend unanimously to recommend that WSP Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of 1,309,735 WSP Shares representing, in aggregate, approximately 2.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement). GENIVAR has also received irrevocable undertakings from Schroder Investment Management Limited, Henderson Global Investors Limited, J O Hambro Capital Management Limited and Montanaro Asset Management Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of a total of 19,638,307 WSP Shares, representing approximately 30.8 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement). Further, GENIVAR has obtained a letter of intent from Aviva Investors Global Services Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of 2,734,774 WSP Shares representing approximately 4.3 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement). In aggregate, therefore, irrevocable undertakings and the letter of intent to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting have been received in respect of a total of 23,682,816 WSP Shares, representing approximately 37.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings and the letter of intent are set out in Appendix III to this announcement. GENIVAR is a leading Canadian professional services firm providing private and public sector clients with a broad diversity of services in planning, engineering, surveying, environmental sciences, and projects and construction management, as well as architecture through strategic alliances. GENIVAR’s projects, which are of varying sizes, fall into the following market segments: Building; Municipal Infrastructure; Industrial & Energy; Transportation and Environment. GENIVAR is one of the largest professional services firms in Canada by number of employees, with more than 5,500 managers, professionals, technicians, technologists, and support staff in over 100 cities in Canada and abroad. GENIVAR is listed on the Toronto Stock Exchange and has, as at 6 June 2012, a market capitalisation of approximately C$824 million (£518 million). WSP is a global multi-disciplinary professional services consultancy specialising in property, transport and infrastructure, industry, energy and environment projects, providing a full range of services from planning to design, delivery and asset management and has been listed on the London Stock Exchange since 1990. WSP has over 9,000 employees working from 200 offices in over 30 countries. With complementary geographic footprints, end-market exposures and service offerings and very limited client overlap, the business fit between GENIVAR and WSP is expected to provide revenue diversification as well as enhanced capabilities to serve better their combined client base on a global basis. The Merger is subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, which it is expected will be despatched to WSP Shareholders as soon as reasonably practicable. Following completion of the Merger, the Combined Entity will remain listed on the Toronto Stock Exchange. Christopher Cole, currently the Chief Executive Officer of WSP, will become executive Chairman of the board of directors of the Combined Entity, Pierre Shoiry will remain the Chief Executive Officer and Alexandre L’Heureux will remain the Chief Financial Officer. Following completion of the Merger, the existing executive directors of WSP (Paul Dollin, Rikard Appelgren and Stuart McLachlan) will retain their current management roles. Peter Gill will remain with the Combined Entity on a transitional basis prior to his departure which is currently expected to take place at the end of 2012. It is intended that all the non-executive directors of WSP will step down from their positions following completion of the Merger. Given the recognition that each brand has in their respective markets worldwide, it is intended that the Combined Entity will continue to operate under the existing brands with a view to introducing a combined trading brand, WSP GENIVAR, as soon as practical following completion of the Merger. It is anticipated that the Combined Entity will provide a platform for future international growth. Commenting on the Merger, Ian Barlow, Chairman of WSP, said:

“This transaction supports the realisation of both companies’ strategic aims and provides a strong global platform for growth. The Board of WSP believes that the combination represents an attractive proposition for WSP Shareholders, which crystallises, in cash, a value which reflects the future growth potential of WSP.”

Commenting on the Merger, Christopher Cole, Chief Executive of WSP said:

“WSP is a successful global multi-disciplinary professional services consultancy with stated strategic ambitions to diversify and grow. Whilst reviewing carefully our options to best achieve this aim, an exceptional opportunity has arisen for WSP to merge with GENIVAR, a similarly ambitious entrepreneurial yet complementary Canadian consultancy. I believe this transaction will provide WSP, our staff and our clients with enhanced opportunities and the combined entity will achieve increased prominence in the global markets in which we work.

This recommended transaction provides WSP shareholders with cash at an offer price which recognises WSP’s underlying value.

Having been immensely proud to lead WSP for many years I now look forward to my new role as executive Chairman of the Combined Entity and to working with Pierre Shoiry and the WSP and GENIVAR teams to deliver ongoing value to all stakeholders.”

Commenting on the Merger, Pierre Shoiry, President and Chief Executive Officer of GENIVAR said:

“This landmark transaction is an important milestone in the history of GENIVAR. We are very excited to join forces with WSP and have Chris Cole become Executive Chairman of the Board of Directors upon completion of the Merger. GENIVAR and WSP are highly compatible in terms of culture and strategic objectives. They are both pure play consulting firms, sharing similar values with respect to people, clients and teamwork. We believe that the combination provides a unique opportunity for our clients, employees and shareholders to benefit from the global scale and breadth of services offered by the Combined Entity. Through the combination of our firms, we are creating one of the world’s leading professional services firms. Moreover, our firms are complementary with limited geographical overlap, combining talented teams to enhance the leadership and expertise of the global organisation.”

Analyst call:

GENIVAR will hold an analyst call on 7 June 2012 at 3.30 p.m. (Eastern Daylight Time) to discuss the Merger. The call may be accessed by dialling 877-405-9213 from Canada, or +1-514-861-2255 outside of Canada. The participant passcode is 2130794. The call will also be available by webcast on GENIVAR’s website for all interested parties. The webcast can be accessed via the Transaction section of GENIVAR’s website at www.genivar.com.

Enquiries: WSP Chris Cole – Chief Executive

Peter Gill – Group Finance Director

+44 (0) 20 7314 5121

+44 (0) 20 7406 7011

Rothschild (WSP’s Lead Financial Adviser) Paul Simpson

Neil Thwaites

Jonathan Slaughter

+44 (0) 20 7280 5000 Jefferies Hoare Govett (WSP’s Joint Corporate Broker and Financial Adviser) Nick Adams

Paul Nicholls

Graham Hertrich

+44 (0) 20 7029 8000 Numis Securities (WSP’s Joint Corporate Broker) +44 (0) 20 7260 1000 Heraclis Economides

Mark Lander

Buchanan (Public relations adviser to WSP) +44 (0) 20 7466 5000 Charles Ryland

Nicola Cronk

GENIVAR Pierre Shoiry – Chief Executive Officer

Alexandre L’Heureux – Chief Financial Officer

Isabelle Adjahi – Director, Communications and Investor Relations

+1 (514) 340 0046

+1 (514) 340 0046

+1 (514) 340 0046

Barclays (GENIVAR’s Financial Adviser) Mark Todd

Trond Lossius

Tom Boardman (Corporate Broking)

+44 (0) 20 7623 2323

+1 (416) 863 8900

+44 (0) 20 7623 2323

Barclays, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for GENIVAR and no one else in connection with the Merger and the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than GENIVAR for providing the protections afforded to clients of Barclays or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Rothschild or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Jefferies Hoare Govett, a division of Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Jefferies Hoare Govett or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to clients of Numis Securities Limited or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities, pursuant to the Merger or otherwise. The Merger will be made solely by means of the Scheme Document or any document by which the Merger is made which will contain the full terms and Conditions of the Merger, including details of how to vote in respect of the Scheme.

Any approval, decision or other response to the Merger should be made only on the basis of the information in the Scheme Document. WSP Shareholders are strongly advised to read the formal documentation in relation to the Merger once it has been despatched. It is expected that the Scheme Document (including notices of the Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to WSP Shareholders as soon as is reasonably practicable and in any event within 28 days of this announcement, unless otherwise agreed with the Panel.

WSP will prepare the Scheme Document to be distributed to WSP Shareholders. WSP and GENIVAR urge WSP Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Merger.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of WSP or the WSP Group or GENIVAR or the GENIVAR Group except where otherwise stated.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The Merger relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules or the laws of other jurisdictions outside the United Kingdom. However, if GENIVAR were to elect to implement the Merger by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including US tender offer rules, to the extent applicable.

Unless otherwise determined by GENIVAR or required by the City Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Merger (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Merger will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the Offer to WSP Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward looking statements

This announcement contains statements about GENIVAR and WSP that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of GENIVAR’s or WSP’s operations and potential synergies resulting from the Merger; and (iii) the effects of government regulation on GENIVAR’s or WSP’s businesses.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. WSP and GENIVAR disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Except as expressly provided in this announcement, they have not been reviewed by the auditors of WSP or GENIVAR. All subsequent oral or written forward looking statements attributable to WSP or GENIVAR or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This summary should be read in conjunction with the full text of this announcement. The Merger will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement, Appendix III contains a summary of the irrevocable undertakings and the letter of intent received by GENIVAR (including those irrevocable undertakings given by the WSP Directors), Appendix IV contains a summary of the documents relating to the financing of the Offer and Appendix V contains definitions of certain expressions used in this summary and in this announcement.

Please be aware that addresses, electronic addresses and certain information provided by WSP Shareholders, persons with information rights and other relevant persons for the receipt of communications from WSP may be provided to GENIVAR during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website and Availability of Hard Copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GENIVAR’s and WSP’s websites at www.genivar.com and www.wspgroup.com, respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of GENIVAR’s website, nor those of WSP’s website, nor those of any other website accessible from hyperlinks on either GENIVAR’s or WSP’s website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling from outside the UK, on +44 20 8638 3399). Calls cost 10 pence per minute plus network extras, lines are open 9.00am–5.30pm Monday to Friday). It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the acquisition should be in hard copy form.

Rule 2.10 Requirement

In accordance with Rule 2.10 of the Code, WSP confirms that as at the date of this announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 63,840,194 ordinary shares of five pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB0009323741.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

7 June 2012

RECOMMENDED MERGER OF GENIVAR INC. AND WSP GROUP PLC

TO BE IMPLEMENTED BY WAY OF A CASH OFFER

for

WSP GROUP PLC (“WSP”)

by

GENIVAR INC. (“GENIVAR”)

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

1 Introduction

The boards of directors of GENIVAR and WSP are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which GENIVAR (or a direct or indirect wholly-owned subsidiary of GENIVAR Inc.) will acquire the entire issued and to be issued ordinary share capital of WSP in order to effect the Merger between the GENIVAR Group and the WSP Group. The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2 The Merger

Under the terms of the Merger, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, WSP Shareholders will be entitled to receive:

for each WSP Share 435 pence in cash

The Offer price is on the basis that no other dividends will be declared following the date of this announcement and accordingly WSP Shareholders will not receive an interim dividend in respect of the six month period ending 30 June 2012.

The Offer price values the entire existing issued ordinary share capital of WSP at approximately £278 million and represents a premium of approximately:

67.3 per cent. to the Closing Price per WSP Share of 260 pence on 6 June 2012 (being the last Business Day prior to the date of this announcement); and 78.1 per cent. to the six-month average price per WSP Share of 244 pence (being the average Closing Price for the six-month period ended on 6 June 2012 being the last Business Day prior to the date of this announcement).

It is expected that the Scheme Document will be published as soon as reasonably practicable, that the Court Meeting and the General Meeting will be held on or around 13 July 2012 and that the Scheme will become effective in July or August 2012.

3 Background to and reasons for the Merger

The Board of GENIVAR believes that a merger between WSP and GENIVAR represents an attractive opportunity to build a world-class global design firm with combined revenues of C$1.8 billion (£1.1 billion), approximately 14,500 people and with key expertise in Buildings, Transport & Infrastructure, Industry and Energy & Environment. The Combined Entity would rank within the top 10 global pure play engineering services firms.

With complementary geographic footprints, end-market exposures and service offerings, and very limited client overlap, the business fit between GENIVAR and WSP is expected to provide revenue diversification as well as enhanced capabilities to better serve their combined client base on a global basis.

The Merger is expected to provide GENIVAR with a key opportunity to extend its current strengths developed in Canada into the United States, Europe and selective emerging markets as well as to leverage WSP’s key international expertise in Canada.

It is expected that the Merger will facilitate the Combined Entity’s growth into other geographies and that the Combined Entity will benefit from being better placed to make acquisitions of complementary businesses in the future.

GENIVAR management expects the Merger to be immediately accretive to its earnings per share by approximately 5 per cent., without considering revenue and cost synergies.*

* Management expectation is based on historical financial information and this statement should not be interpreted to mean that earnings per share will necessarily be greater than in 2011.

4 Recommendation

The WSP Directors, who have been so advised by Rothschild, consider the terms of the Merger to be fair and reasonable. In providing advice to the WSP Directors, Rothschild has taken into account the commercial assessments of the WSP Directors. Accordingly, the WSP Directors intend unanimously to recommend that WSP Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as the WSP Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 1,309,735 WSP Shares representing, in aggregate, approximately 2.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement).

5 Irrevocable undertakings and letter of intent

GENIVAR has received irrevocable undertakings from each of the WSP Directors and from Schroder Investment Management Limited, Henderson Global Investors Limited, J O Hambro Capital Management Limited and Montanaro Asset Management Limited and a letter of intent from Aviva Investors Global Services Limited to vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting, in respect of a total of 23,682,816 WSP Shares, representing approximately 37.1 per cent. of the ordinary share capital of WSP in issue on 6 June 2012 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings and the letter of intent (including the circumstances in which they will fall away) are set out in Appendix III to this announcement.

6 Background to and reasons for the recommendation

Over the past several months, GENIVAR and WSP have been engaged in active dialogue to analyse the merits of a strategic combination.

Prior to these discussions, WSP had been pursuing a strategy which set out a route map for growth utilising the full reach of WSP’s extensive global footprint and client base to strengthen further and diversify the business across services, skills and the public and private sectors. The Board of WSP, in consultation with its advisers, has given careful consideration to the fundamental value of its business and prospects in executing its current strategy as well as general market conditions and the forces of consolidation within the industry.

Simultaneously GENIVAR had developed a strategy to build on its prominent public and private sector position in Canada and significantly expand internationally.

The Board of WSP considers there to be an excellent strategic fit between GENIVAR and WSP, and that the Offer enables WSP Shareholders to realise their entire investment in cash at an attractive value. Accordingly, the Board of WSP intends unanimously to recommend that WSP Shareholders vote in favour of the Scheme.

In arriving at their unanimous decision to recommend the Merger, the WSP Directors have taken into account that the Offer price represents a significant premium to WSP’s share price immediately prior to this announcement and to the average share price for the preceding six month period, as detailed in paragraph 2 above.

GENIVAR and WSP recognise the skills and experience of the management and employees of WSP. The WSP Board believes that the combination will enhance international career opportunities for the employees of the Combined Entity and create an excellent environment in which employees can develop their expertise.

7 Information on GENIVAR

GENIVAR is a leading Canadian professional services firm providing private and public sector clients with a broad diversity of services in planning, engineering, surveying, environmental sciences, and projects and construction management, as well as architecture, through strategic alliances. GENIVAR’s projects, which are of varying sizes, fall into the following market segments: Building; Municipal Infrastructure; Industrial & Energy; Transportation and Environment. GENIVAR is one of the largest professional services firms in Canada by number of employees, with more than 5,500 managers, professionals, technicians, technologists, and support staff in over 100 cities in Canada and abroad.

GENIVAR is listed on the Toronto Stock Exchange and has, as at 6 June 2012, a market capitalisation of approximately C$824 million (£518 million).

8 Information on WSP

WSP is a global multi-disciplinary professional services consultancy specialising in property, transport and infrastructure, industry, energy and environment projects, providing a full range of services from planning to design, delivery and project management and has been listed on the London Stock Exchange since 1990. WSP has over 9,000 employees working from 200 offices in over 30 countries.

WSP has a premium listing on the Official List and the WSP Shares are admitted to trading on the main market of the London Stock Exchange.

9 Intentions for the Combined Entity

Following completion of the Merger, the Combined Entity will remain listed on the Toronto Stock Exchange. Christopher Cole, currently the Chief Executive Officer of WSP, will become executive Chairman of the board of directors of the Combined Entity, Pierre Shoiry will remain the Chief Executive Officer and Alexandre L’Heureux will remain the Chief Financial Officer. Following completion of the Merger, the existing executive directors of WSP (Paul Dollin, Rikard Appelgren and Stuart McLachlan) will retain their current management roles. Peter Gill will remain with the Combined Entity on a transitional basis prior to his departure which is currently expected to take place at the end of 2012. It is intended that all the non-executive directors of WSP will step down from their positions following completion of the Merger.

Given the recognition that each brand has in their respective markets worldwide, it is intended that the Combined Entity will continue to operate under the existing brands with a view to introducing a combined trading brand, WSP GENIVAR, as soon as practical following completion of the Merger. It is anticipated that the Combined Entity will provide a platform for future international growth.

Following the completion of the Merger, the existing employment rights, including pension rights, of the management and employees of WSP will be fully safeguarded. GENIVAR’s current plans for WSP do not involve any material change in the conditions of employment of WSP’s employees. GENIVAR has no plans to change WSP’s places of business.

As the footprints of the two groups have limited geographic and client overlap and based on current economic conditions, it is not anticipated that there will be any significant reductions in WSP headcount as a result of the Merger. However, the Combined Entity will continue to look for operational efficiencies and to react to market conditions which may involve reductions in headcount in the ordinary course of business.

10 Arrangements between GENIVAR and WSP management

Appropriate incentivisation arrangements will be put in place for the management of the Combined Entity following completion of the Merger, although no detailed discussions have taken place to date between WSP and GENIVAR in relation to such arrangements.

11 WSP Share Option Schemes

Participants in the WSP Share Option Schemes will be contacted regarding the effect of the Merger on their rights under the WSP Share Option Schemes and appropriate proposals will be made to such participants in due course.

12 Financing

GENIVAR is providing the cash consideration payable under the Merger from (i) proceeds of a bought deal offering of subscription receipts of GENIVAR on terms to be set out in a prospectus to be published by GENIVAR pursuant to an underwriting letter entered into among GENIVAR and certain underwriters (the “Underwriting Letter“); (ii) proceeds from the completion of a private placement pursuant to which two Canadian institutional investors will purchase, on a private placement basis, subscription receipts of GENIVAR (the “Private Placement“); (iii) funds from a new credit agreement between GENIVAR and a syndicate of Canadian chartered banks (the “New Credit Facilities“); and (iv) existing cash on GENIVAR’s balance sheet.

A summary of the terms of each of the Underwriting Letter, the Private Placement and the New Credit Facilities is contained in Appendix IV.

Barclays, financial adviser to GENIVAR, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to WSP Shareholders under the terms of the Merger.

13 Offer-related Arrangements

Confidentiality Agreement

GENIVAR and WSP entered into a confidentiality agreement on 20 March 2012 (the “Confidentiality Agreement”) pursuant to which each of GENIVAR and WSP has undertaken to keep confidential information relating to the other party and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force until the date falling on the earlier of 24 months from the date of the Confidentiality Agreement and the completion of the acquisition of WSP by GENIVAR.

Share Option Deed

GENIVAR and WSP have entered into a share option deed on the date of this announcement (the “Share Option Deed”) setting out certain agreements between them in relation to the treatment of the WSP Share Option Schemes. The Share Option Deed will terminate: (i) if the WSP Shareholders fail to approve the Scheme at the Court Meeting and/or the General Meeting; (ii) if the Court refuses to sanction the Scheme or confirm the Capital Reduction; (iii) if any of the Conditions becomes incapable of satisfaction or is invoked so as to cause the Offer not to proceed in circumstances where such invocation is in accordance with the Code; (iv) if the Effective Date has not occurred by 4 December 2012 (unless the Scheme is withdrawn, terminates or lapses before that date); (v) by the express written consent of the parties at any time prior to the Effective Date; (vi) if on or before the tenth business day after the Scheme is withdrawn, terminates or lapses, GENIVAR has not publicly announced that it intends to implement the Offer by means of a takeover offer; or (vii) if GENIVAR determines to implement the Offer by way of a takeover offer, and such takeover offer lapses, terminates or is withdrawn.

14 Opening Position Disclosures and Interests

GENIVAR confirms that it is making on the date of this announcement an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. The Opening Position Disclosure does not include all relevant details in respect of GENIVAR’s concert parties and GENIVAR confirms that a further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code will be made as soon as possible, if required.

15 Structure of the Merger

It is intended that the Merger will be effected by means of a scheme of arrangement between WSP and WSP Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for GENIVAR to become the holder of the entire issued and to be issued ordinary share capital of WSP.

This is to be achieved by the cancellation of the WSP Shares and the application of the reserve arising from such cancellation in paying up in full a number of new WSP Shares (which is equal to the number of WSP Shares cancelled), and issuing the same to GENIVAR, in consideration for which the WSP Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement.

To become effective, the Scheme must be approved by a majority in number of the WSP Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the WSP Shares which are voted at the Court Meeting (or any adjournment thereof), together with the approval of the Court and the passing at the General Meeting of a special resolution necessary to implement the Scheme and approve the related Capital Reduction.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

Once the necessary approvals from WSP Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court. The Scheme will then become effective upon delivery of copies of the Court Order(s) to the Registrar of Companies and, in the case of the Capital Reduction, and if so ordered by the Court, the relevant order together with the statement of capital being registered by the Registrar of Companies. Subject to satisfaction of the Conditions, the Scheme is expected to become effective in July or August 2012.

The Offer will lapse if:

the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date of such meetings to be set out in the Scheme Document in due course (or such later date as GENIVAR and WSP may agree); or the Scheme does not become effective by 4 December 2012 (or such later date as GENIVAR and WSP may agree),

provided however that the deadlines for the timing of the Court Meeting and the General Meeting and the effectiveness of the Scheme as set out above may be waived by GENIVAR.

Upon the Scheme becoming effective, it will be binding on all WSP Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).

The new ordinary shares in WSP to be issued to GENIVAR pursuant to the Scheme will be issued fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including voting rights and the rights to receive and retain in full all dividends and other distributions declared, made or paid in or after the date of their issue.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be despatched to WSP Shareholders as soon as reasonably practicable. The timing of events which relate to the implementation of the Merger is, however, subject to the approval of the Court and is therefore subject to change.

16 Regulatory issues

The Merger will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

17 De-listing and re-registration

Prior to the Scheme becoming effective, WSP will make an application to the UKLA for the cancellation of the listing of WSP Shares on the Official List and request the London Stock Exchange to cancel the trading of the WSP Shares on its main market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in WSP Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00p.m. on that date.

On the Effective Date, WSP will become a wholly-owned subsidiary of GENIVAR and share certificates in respect of WSP Shares will cease to be valid and should be destroyed. In addition, entitlements to WSP Shares held within the CREST system will be cancelled on the Effective Date. It is also proposed that, following the Effective Date and after its shares are delisted, WSP will be re-registered as a private limited company.

18 General

GENIVAR reserves the right, with the consent of the Panel, to elect to implement the acquisition of the WSP Shares by way of a takeover offer as an alternative to the Scheme. In such event, the acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at ninety per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as GENIVAR may decide). However, if GENIVAR were to elect to implement the Merger by way of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations.

If the acquisition is effected by way of a takeover offer and such offer becomes or is declared unconditional in all respects and sufficient acceptances are received in respect of such offer, GENIVAR intends to: (i) make an application to the UKLA to cancel listing of the WSP Shares on the Official List and request the London Stock Exchange to cancel trading of WSP Shares on the Main Market for listed securities; and (ii) exercise its rights (to the extent such rights are available) to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining WSP Shares in respect of which such offer has not been accepted.

The Merger will be made subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings and letter of intent received by GENIVAR is contained in Appendix III to this announcement. A summary of the documents relating to the financing of the Offer is contained in Appendix IV to this announcement. Certain terms used in this announcement are defined in Appendix V to this announcement.

The Merger will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Services Authority.

19 Documents on display

Copies of the following documents will be made available on GENIVAR and WSP’s websites at www.genivar.com and www.wspgroup.com, respectively until the end of the Offer Period:

the irrevocable undertakings and letter of intent referred to in paragraph 5 above and summarised in Appendix III to this announcement; the documents relating to the financing of the Offer referred to in paragraph 12 above; the Confidentiality Agreement; and the Share Option Deed.

20 Analyst call

GENIVAR will hold an analyst call on 7 June 2012 at 3.30 p.m. (Eastern Daylight Time) to discuss the Merger. The call may be accessed by dialling 877-405-9213 from Canada, or +1-514-861-2255 outside of Canada. The participant passcode is 2130794. The call will also be available by webcast on GENIVAR’s website for all interested parties. The webcast can be accessed via the Transaction section of GENIVAR’s website at www.genivar.com.

Enquiries: WSP Chris Cole – Chief Executive

Peter Gill – Group Finance Director

+44 (0) 20 7314 5121

+44 (0) 20 7406 7011

Rothschild (WSP’s Lead Financial Adviser) Paul Simpson

Neil Thwaites

Jonathan Slaughter

+44 (0) 20 7280 5000 Jefferies Hoare Govett (WSP’s Joint Corporate Broker and Financial Adviser) Nick Adams

Paul Nicholls

Graham Hertrich

+44 (0) 20 7029 8000 Numis Securities (WSP’s Joint Corporate Broker) +44 (0) 20 7260 1000 Heraclis Economides

Mark Lander

Buchanan (Public relations adviser to WSP) +44 (0) 20 7466 5000 Charles Ryland

Nicola Cronk

GENIVAR Pierre Shoiry – Chief Executive Officer

Alexandre L’Heureux – Chief Financial Officer

Isabelle Adjahi – Director, Communications and Investor Relations

+1 (514) 340 0046

+1 (514) 340 0046

+1 (514) 340 0046

Barclays (GENIVAR’s Financial Adviser) Mark Todd

Trond Lossius

Tom Boardman (Corporate Broking)

+44 (0) 20 7623 2323

+1 (416) 863 8900

+44 (0) 20 7623 2323

Barclays, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for GENIVAR and no one else in connection with the Merger and the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than GENIVAR for providing the protections afforded to clients of Barclays or for providing advice in connection with the Merger or any matter or arrangement referred to herein.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for WSP and no one else in connection with the Merger, the other matters referred to in this announcement and the Scheme Document and will not be responsible to anyone other than WSP for providing the protections afforded to c […]

Recommended Cash Offer for Cryptologic Limited by Amaya Gaming Group Inc.

MONTREAL, QUEBEC– – NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONFurther to the announcement of 15 December 2011 and to the announcement … […]