BIRD TO ACQUIRE B.C.-BASED CIVIL INFRASTRUCTURE CONTRACTOR FOR $135 MILLION

SURREY – Bird Construction Inc. (TSX: BDT) announced that it has entered into a definitive share purchase agreement under which Bird will acquire Jacob Bros Construction for estimated aggregate consideration of $135 million. The Transaction, pending relevant regulatory approvals and the satisfaction of other customary closing conditions, is expected to be completed early in the third quarter of 2024.

Headquartered in Surrey, BC, Jacob Bros is a privately-owned civil infrastructure construction business with self-perform capability, serving public and private clients across the region with a workforce of over 350 salaried, hourly and craft personnel.

Jacob Bros’ two shareholders, Scott Jacob, CEO and Todd Jacob, COO, will join Bird to lead the combination of Bird’s Western Infrastructure business and their existing business. Jacob Bros operates with a strong, people-first culture and has been recognized as a top employer in both BC and Canada. Jacob Bros specializes in civil infrastructure construction across a wide array of projects, such as airports, seaports, rail, bridges and structures, earthworks, energy projects, and utilities. Additionally, Jacob Bros delivers expertise in specialized projects that require innovative, purpose-built, custom solutions that leverage their suite of comprehensive services.

“We are really pleased that Scott and Todd Jacob will be bringing their comprehensive experience to the Bird team. The acquisition of Jacob Bros, a full-service infrastructure provider in BC, represents a significant milestone in the evolution of our business, establishing a broader and more diversified operation. The company brings a strong market reputation, highly skilled team, and proven track record for delivering complex projects to sophisticated, long-term clients,” stated Teri McKibbon, President and CEO of Bird. “The combined company will have a greater platform from which it will be able to access larger-scale projects and expand career opportunities for employees. The acquisition will enable Bird to advance our strategic focus on complex work in high-demand, higher-margin self-perform sectors, which we expect will contribute to continued margin enhancement.”

“Today is a momentous day for Jacob Bros as we become part of the Bird Construction team – one of Canada’s oldest and most respected brands in the construction industry,” stated Scott Jacob, President and CEO of Jacob Bros. “Bird shares many of our core values and our cultural attributes, and will be a great fit for our people and our clients. With access to Bird’s resources, we will be able to build on our success and accelerate our growth and capacity as one of Western Canada’s most respected builders of public and private infrastructure.”

“We are excited about the opportunity to leverage the synergies between Jacob Bros and Bird to service a wider range of projects and customers and to continue to grow the brand. Proud of our People, Proud of our Projects,” stated Todd Jacob, COO of Jacob Bros.

STRATEGIC HIGHLIGHTS

Aligns with M&A criteria: The acquisition supports Bird’s M&A strategy of targeting high-performing, culturally aligned, complementary businesses with strong cross-sell opportunities and developing a national civil infrastructure vertical.

Increases exposure to key secular tailwinds: Positions the combined company to capitalize on opportunities related to electrification, the growing demand for low-carbon and green infrastructure solutions, and transportation infrastructure requirements.

Adds civil infrastructure expertise: Jacob Bros augments the strong Bird team with a highly experienced leadership team and skilled workforce with the ability to execute civil infrastructure and special projects of varying size, complexity, and scope.

Enhances core Infrastructure vertical: Significantly increases revenue generated by Infrastructure projects, which advances Bird’s strategy to balance its portfolio across its three core verticals, Industrial, Buildings, and Infrastructure.

Expands scale and geographic reach: Together with other recent acquisitions in Ontario, Jacob Bros brings Bird closer to its goal of establishing a national full-service civil infrastructure footprint through the expansion of civil capabilities into the largest market in Western Canada.

Anticipated contribution to margin accretion: The combined company will leverage Jacob Bros’ capabilities in higher margin self-perform and special projects areas, in addition to its robust backlog with a diversified project mix and fleet of modern equipment to further pursue profitable growth.

FINANCIAL HIGHLIGHTS

The estimated aggregate consideration of $135 million is subject to customary purchase price adjustments and consists of:

• 49 million Bird common shares issued to the principals of Jacob Bros with a value of $33.8 million, based on the volume-weighted average trading price of the Bird common shares on the Toronto Stock Exchange for the ten trading days prior to June 10th;
• Approximately $97.2 million of cash, funded through existing cash on hand as well as short-term and long-term debt under the Company’s credit facilities; and
• An estimated $4.0 million of assumed equipment debt.

The consideration mix aligns the interests of Jacob Bros’ principals with Bird’s shareholders while maintaining balance sheet strength to support continued growth. After the close of the transaction, Bird expects its debt ratios to remain consistent with the Company’s longstanding practice of maintaining low leverage. Other than the assumption of equipment debt, Jacob Bros will be acquired on a cash-free, debt-free basis.

In connection with the transaction, Bird also amended its Syndicated Credit Facility, extending the maturity date to December 15, 2027. The amendments included the replacement of existing term loan facilities with a new $125 million term loan facility to be used to repay existing term loans and partially fund the acquisition, the expansion of the Company’s revolving credit facility to $300 million, and an increase of the non-committed accordion feature to $100 million. Consistent with prior facilities, 10% of the new term loan facility is repayable annually in quarterly instalments.

Following close, the Transaction is expected to be accretive to Bird’s Adjusted Earnings Per Share by approximately 10% on a full-year basis. Accretion would be further enhanced by future synergies including cross-selling opportunities.

For full year 2024, Jacob Bros is expected to generate approximately $300 million of revenue and $37 million of Adjusted EBITDA. An existing backlog of approximately $350 million, combined with a robust outlook and cross selling opportunities, will support further growth in Adjusted EBITDA beyond the current year.

ADVISORS

Raymond James Ltd. is acting as exclusive financial advisor to Bird and Osler Hoskin & Harcourt LLP is acting as legal counsel to Bird. Corbin Advisors LLC is acting as a strategic communications advisor to Bird.

Source: Globenewswire.com