- Genesee & Wyoming Inc. stockholders to receive $112 in
cash per share of common stock
- The price represents a premium of 39.5% to G&W’s
unaffected per share price on March 8, 2019, the day prior to
initial media speculation of a potential transaction
- Brookfield Infrastructure and GIC will be acquiring a North
American rail business with significant scale
- The transaction has received the unanimous approval of
G&W’s Board of Directors and is subject to approval by
G&W’s stockholders
Genesee & Wyoming Inc. (NYSE:GWR) (“G&W”), together with
Brookfield Infrastructure (NYSE: BIP; TSX: BIP.UN), GIC and
Brookfield Infrastructure’s institutional partners (together
referred to as the “Consortium”), are announcing an agreement
pursuant to which affiliates of Brookfield Infrastructure and GIC
will acquire G&W in a transaction valued at approximately $8.4
billion including debt (the “Transaction”). The Transaction will
result in G&W becoming a privately held company. Under the new
ownership, G&W will continue to focus on world class safety and
outstanding service, while pursuing the company’s strategic
goals.
G&W owns a portfolio of 120 short line railroads,
predominantly in North America, with operations in Europe and
Australia. Through its subsidiaries worldwide, the business
provides transportation infrastructure services over more than
26,000 kilometers of track, providing access to its
well-diversified customer base.
“We believe this transaction is an excellent outcome for all
G&W stakeholders,” said Jack Hellmann, G&W Chairman and
Chief Executive Officer. “For our current stockholders, the sale
price realizes significant value and represents a 39.5% premium to
our March 8th share price. And for long-term investors who have
owned our shares for the past two decades, the sale price
represents a return of more than 5,400%.”
“For our customers, employees, and Class I partners, the
long-term investment horizon of Brookfield Infrastructure and GIC
as seasoned infrastructure investors is perfectly aligned with the
long lives of G&W railroad assets, which are integral to the
local economies that we serve in North America and around the
world,” Hellmann continued. “They are also fully supportive of our
business plan, which will continue to be focused on safety,
customer service, and growing our footprint to provide more
opportunity for our people. We also expect this transaction will
allow us to further enhance our business as we benefit from
Brookfield Infrastructure/GIC’s expertise in real estate and
technology, as well as relationships with their
rail-centric/complementary portfolio companies.”
“This is a rare opportunity to acquire a large-scale transport
infrastructure business in North America,” said Sam Pollock, Chief
Executive Officer of Brookfield Infrastructure. “G&W will be a
significant addition to our global rail platform and will expand
our presence in this sector to four continents. G&W provides
critical transportation services to more than 3,000 customers, and
its cash flows have proven to be highly resilient over many years.
Brookfield Infrastructure is well suited to work with the company
to continue to improve the business, given our significant
experience owning and operating rail, ports and other large scale,
transportation infrastructure businesses.”
Ang Eng Seng, Chief Investment Officer for Infrastructure at
GIC, said, “As a long-term investor, GIC is confident G&W will
continue to generate steady profitability, given its diversified
operations and customer base. We look forward to partnering with
G&W’s management and Brookfield Infrastructure to support the
future growth of the company.”
Transaction Details
Pursuant to the agreement, each issued and outstanding share of
G&W will be converted into the right to receive $112 per share
in cash. The Transaction price of $112 per share of G&W common
stock represents a 39.5% premium to the unaffected per share price
of $80.28 on March 8, 2019, the day prior to initial media
speculation of a potential transaction.
The Transaction is expected to close by year end or early 2020
and is subject to customary closing conditions, including approval
by G&W stockholders holding 66 2/3% of the outstanding common
stock, required regulatory approvals that include approval by the
Committee on Foreign Investment in the United States, the U.S.
Surface Transportation Board, and certain competition and antitrust
approvals.
Due to the pending sale, G&W will cease reporting monthly
carloads and will not hold a conference call for its second quarter
2019 financial results. G&W expects to file its second quarter
2019 10-Q by close of business on August 9, 2019.
Funding
Brookfield Infrastructure’s investment will be approximately
$500 million of equity. The remainder of the business will be owned
by Brookfield Infrastructure’s institutional partners and GIC.
Brookfield Infrastructure’s investment will be funded from existing
liquidity which totaled approximately $1.9 billion at June 30,
2019.
Advisors
Citigroup Global Markets Inc. is serving as financial advisor to
the Consortium. White & Case LLP is serving as lead legal
advisor to the Consortium, along with McCarthy Tétrault LLP,
Gilbert + Tobin and Steptoe & Johnson LLP who are also serving
as legal advisors to the Consortium. Torys LLP is serving as legal
advisor to Brookfield Infrastructure and Sidley Austin LLP is
serving as legal advisor to GIC. Financing for the Consortium will
be led by a syndicate of banks including Credit Suisse, Wells Fargo
Securities, LLC, Citigroup Global Markets Inc. and RBC Capital
Markets.
BofA Merrill Lynch and Morgan Stanley & Co LLC served as
financial advisors to G&W. Simpson Thacher & Bartlett LLP,
as well as Addleshaw Goodard LLP, Allens, Clark Hill PLC,
Macfarlanes LLP and Stikeman Elliott LLP served as legal advisors
to G&W. In addition, Wachtell, Lipton, Rosen & Katz served
as counsel to G&W’s board of directors.
Genesee & Wyoming Inc. (G&W) owns or leases 120
freight railroads organized in eight locally managed operating
regions with approximately 8,000 employees serving 3,000
customers.
- G&W’s six North American regions serve 41 U.S. states and
four Canadian provinces and include 114 short line and regional
freight railroads with more than 13,000 track-miles.
- G&W’s Australia Region serves New South Wales, the Northern
Territory and South Australia and operates the 1,400-mile
Tarcoola-to-Darwin rail line. The Australia Region is 51.1% owned
by G&W and 48.9% owned by a consortium of funds and clients
managed by Macquarie Infrastructure and Real Assets.
- G&W’s UK/Europe Region includes the U.K.’s largest rail
maritime intermodal operator and second-largest freight rail
provider, as well as regional rail services in Continental
Europe.
G&W subsidiaries and joint ventures also provide rail
service at more than 40 major ports, rail-ferry service between the
U.S. Southeast and Mexico, transload services, contract coal
loading, and industrial railcar switching and repair.
For more information, visit gwrr.com.
Brookfield Infrastructure Partners is a leading global
infrastructure company that owns and operates high quality,
long-life assets in the utilities, transport, energy and data
infrastructure sectors across North and South America, Asia Pacific
and Europe. We are focused on assets that generate stable cash
flows and require minimal maintenance capital expenditures.
Brookfield Infrastructure Partners is listed on the New York and
Toronto stock exchanges. Further information is available at
www.brookfieldinfrastructure.com.
Brookfield Infrastructure is the flagship listed infrastructure
company of Brookfield Asset Management, a leading global
alternative asset manager with over $365 billion of assets under
management. For more information, go to www.brookfield.com
GIC is a leading global investment firm established in
1981 to manage Singapore’s foreign reserves. As a disciplined
long-term value investor, GIC is uniquely positioned for
investments across a wide range of asset classes, including
equities, fixed income, private equity, real estate and
infrastructure. In infrastructure, GIC’s primary strategy is to
invest directly in operating assets with a high degree of cash flow
visibility and which provide a hedge against inflation. GIC has
investments in over 40 countries. Headquartered in Singapore, GIC
employs over 1,500 people across 10 offices in key financial cities
worldwide. For more information on GIC, please visit www.gic.com.sg
or LinkedIn.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
with respect to the financial condition, results of operations and
businesses of G&W and Brookfield Infrastructure. Some of these
statements can be identified by terms and phrases such as
“anticipate,” “believe,” “intend,” “estimate,” “expect,”
“continue,” “could,” “should,” “may,” “plan,” “project,” “predict”
and similar expressions. G&W and Brookfield Infrastructure
caution readers of this communication that such “forward looking
statements,” including without limitation, those relating to
G&W’s and Brookfield Infrastructure’s respective future
business prospects, revenue, working capital, liquidity, capital
needs, interest costs and income, wherever they occur in this
communication or in other statements attributable to G&W or
Brookfield Infrastructure, as applicable, are necessarily estimates
reflecting the judgment of G&W’s or Brookfield
Infrastructure’s, as applicable, senior management and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the “forward looking
statements.”
Factors that could cause G&W’s or Brookfield
Infrastructure’s actual results to differ materially from those
expressed or implied in such forward-looking statements include,
but are not limited to, the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; the inability to complete the proposed merger due
to the failure to obtain stockholder approval for the proposed
merger or the failure to satisfy other conditions to completion of
the proposed merger, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the transaction; risks related to disruption of management’s
attention from G&W’s ongoing business operations due to the
transaction; the effect of the announcement of the proposed merger
on G&W’s relationships with its customers, operating results
and business generally; the risk that the proposed merger will not
be consummated in a timely manner; exceeding the expected costs of
the merger; risks related to the operation of G&W’s railroads;
severe weather conditions and other natural occurrences, which
could result in shutdowns, derailments, railroad network and port
congestion or other substantial disruption of operations; customer
demand and changes in G&W’s operations or loss of important
customers; exposure to the credit risk of customers and
counterparties; changes in commodity prices; consummation and
integration of acquisitions; economic, political and industry
conditions, including employee strikes or work stoppages; retention
and contract continuation; legislative and regulatory developments,
including changes in environmental and other laws and regulations
to which G&W or its customers are subject; increased
competition in relevant markets; funding needs and financing
sources, including G&W’s ability to obtain government funding
for capital projects; international complexities of operations,
currency fluctuations, finance, tax and decentralized management;
challenges of managing rapid growth, including retention and
development of senior leadership; unpredictability of fuel costs;
susceptibility to and outcome of various legal claims, lawsuits and
arbitrations; increase in, or volatility associated with, expenses
related to estimated claims, self-insured retention amounts and
insurance coverage limits; consummation of new business
opportunities; decrease in revenues and/or increase in costs and
expenses; susceptibility to the risks of doing business in foreign
countries; uncertainties arising from a referendum in which voters
in the United Kingdom (U.K.) approved an exit from the European
Union (E.U.), commonly referred to as Brexit; G&W’s ability to
integrate acquired businesses successfully or to realize the
expected synergies associated with acquisitions; risks associated
with G&W’s substantial indebtedness; failure to maintain
satisfactory working relationships with partners in Australia;
failure to maintain an effective system of internal control over
financial reporting as well as disclosure controls and procedures
and other risks.
For a more detailed discussion of these factors, see the
information under the caption “Risk Factors” in G&W’s most
recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in G&W’s most
recent Annual Report on Form 10-K filed on February 26, 2019, and
under the caption “Risk Factors” in Brookfield Infrastructure’s
most recent Annual Report on Form 20-F filed with the Securities
and Exchange Commission and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in Brookfield
Infrastructure’s most recent Annual Report on Form 20-F filed on
February 28, 2019.
G&W’s and Brookfield Infrastructure’s forward-looking
statements speak only as of the date of this communication or as of
the date they are made. Each of G&W and Brookfield
Infrastructure disclaims any intent or obligation to update any
“forward looking statement” made in this communication to reflect
changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time, unless required to
do so by applicable laws. The inclusion of any statement in this
communication does not constitute an admission by G&W,
Brookfield Infrastructure or any other person that the events or
circumstances described in such statement are material.
Additional Information and Where to Find It
This filing may be deemed solicitation material in respect of
the proposed acquisition of G&W by Brookfield and GIC. In
connection with the proposed merger transaction, G&W will file
with the SEC and furnish to G&W’s stockholders a proxy
statement and other relevant documents. This filing does not
constitute a solicitation of any vote or approval. Stockholders are
urged to read the proxy statement when it becomes available and any
other documents to be filed with the SEC in connection with the
proposed merger or incorporated by reference in the proxy statement
because they will contain important information about the proposed
merger.
Investors will be able to obtain free of charge the proxy
statement and other documents filed with the SEC at the SEC’s
website at http://www.sec.gov. In addition, the proxy statement and
G&W’s annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports
filed or furnished pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 are available free of charge
through G&W’s website at www.gwrr.com, and Brookfield
Infrastructure’s annual reports on Form 20-F, reports on Form 6-K
and amendments to those reports filed or furnished pursuant to
section 13(a) or 15(d) of the Securities Exchange Act of 1934 are
available free of charge through Brookfield Infrastructure’s
website at https://bip.brookfield.com/, in each case, as soon as
reasonably practicable after they are electronically filed with, or
furnished to, the SEC.
The directors, executive officers and certain other members of
management and employees of G&W may be deemed “participants” in
the solicitation of proxies from stockholders of G&W in favor
of the proposed merger. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the
solicitation of the stockholders of G&W in connection with the
proposed merger will be set forth in the proxy statement and the
other relevant documents to be filed with the SEC. You can find
information about the Company’s executive officers and directors in
its Annual Report on Form 10-K for the fiscal year ended December
31, 2018 and in its definitive proxy statement filed with the SEC
on Schedule 14A on April 8, 2019.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190701005353/en/
Media – G&W: Michael Williams Vice President,
Corporate Communications Tel: (203) 202-8916 Email:
mwilliams@gwrr.com
Media – Brookfield: Suzanne Fleming Managing Partner,
Communications Tel: (212) 471-2421 Email:
suzanne.fleming@brookfield.com
Media – GIC: Mah Lay Choon Senior Vice President
Corporate Affairs & Communications Tel: (+65) 6889 6841 Email:
mahlaychoon@gic.com.sg
Wendy Wong Senior Vice President Corporate Affairs &
Communications Tel: (+65) 6889 6928 Email: wendywong@gic.com.sg
Investors – G&W: T.J. Gallagher Chief Financial
Officer Tel: (203) 202-8904 Email: tjgallagher@gwrr.com
Investors – Brookfield: Melissa Low Vice President,
Investor Relations Tel: (416) 956-5239 Email:
melissa.low@brookfield.com
Grafico Azioni Genesee and Wyoming (NYSE:GWR)
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Da Feb 2025 a Mar 2025
Grafico Azioni Genesee and Wyoming (NYSE:GWR)
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