Australian engineer GHD and Canada-based designer Conestoga-Rovers & Associates (CRA) are seeking to link in what they say would be a true "merger" to create a more globalized megafirm.
The firms announced March 12 an agreement to combine, in a nearly 100% stock deal that would create an employee-owned firm with an estimated $1.5 billion in revenue.
Deal participants say the approach is unusual for a combination of this size, since others usually include more cash in the transaction.
A key feature of the planned merger is that all ongoing employee shareholders in Waterloo, Ont.-based CRA would become immediate shareholders of Sydney-based GHD, says a statement from the firms.
"This is a true merger, one in which CRA will have numerous senior executive leadership positions throughout the GHD global operations, says Richard Wankmuller, GHD's senor executive in the Americas.
He says the all-stock approach "aligns everyone's behavior immedately."
The transaction would boost GHD's role in environmental and infrastructure aspects of the North American oil and gas market, a strong sector for CRA, and provide the Australian firm new construction and remediation capability, says Wankmuller.
CRA would link to much larger global firm's markets, including more access to public sector work.
CRA President Ed Roberts told a Canadian publication that CRA would take the Australian firm's name but his new title in GHD was not disclosed
Wankmuller says he would "remain at a senior level and maintain involvement in North America."
GHD ranks at No. 38 on ENR's list of the Top 150 Global Design Firms, with $1.07 billion in global revenue, about $167.2 million outside of Australia.
CRA ranks at No. 33 on ENR's list of The Top 500 Design Firms, with $421 million in engineering revenue, split about evenly between U.S. and international work.
The combined firm would have about 8,500 employees, with 4,000 in the Americas, says Wankmuller.
Financial details were not disclosed but the deal is set to close in July, pending shareholder and other approvals.
With anticipated deal completion, "all CRA employees who are shareholders will immediately become shareholders in GHD," says Wankmuller. "This is a feature not often found in our marketplace today. Employee ownership is a critical building block of our philosophy."
"We both recognize that private ownership is very important to our people," he adds.
The combined firm will rank among the 15 largest global engineers that are employee owned (see chart at bottom of story), according to EFCG, a New York City financial consultant that helped broker the long-gestating transaction.
CRA says it is a multi‐disciplinary engineering, environmental, construction, and information technology services firm with over 100 offices in the US, Canada and the UK.
GHD says it does engineering, architecture and environmental consulting with staff in five continents. Half of its global revenue is split between transportation and water supply markets.
Largest Global Privately-Owned Engineer-Consultants*
|Company||Location||Est. Rev. in $ Mil|
|Black & Veatch||USA||3,500|
*Source: EFCG Data