CPE Media News – pcJournal (7/27/2018) – Morneau Shepell Inc. (TSX: MSI) has completed its previously announced acquisition of all of the outstanding shares of LifeWorks Corporation Ltd. for a total purchase price of approximately $426 million, payable in cash and Morneau Shepell shares, and the acquisition bought deal offering of 8,701,000 common shares for gross proceeds of $231,011,550
LifeWorks Corporation was controlled by Thomas H. Lee Partners, L.P. (THL) and Cannae Holdings, LLC. Formed in 2016 from the merger of WorkAngel Technology Limited and Ceridian LifeWorks business and previously majority owned by Ceridian HCM Holding Inc. (NYSE/TSX: CDAY), Thomas H. Lee Partners, L.P. (THL) and Cannae Holdings, LLC and other shareholders acquired LifeWorks shares through a distribution as part of Ceridian IPO.
TD Securities Inc. acted as exclusive financial advisor to Morneau Shepell. Seyfarth Shaw LLP acted as legal counsel to Morneau Shepell in connection with the acquisition. Goodmans LLP acted as legal counsel in connection with the bought deal financing and the debt financing.
KeyBanc Capital Markets Inc. served as exclusive financial advisor to LifeWorks. Weil, Gotshal & Manges LLP, along with Taylor Wessing LLP and Goodmans LLP, acted as legal counsel to LifeWorks.
photo credit: LifeWorks
News Release
Morneau Shepell completes acquisition of LifeWorks Corporation Ltd. and $231 million equity offering
Jamie True appointed chief digital officer
TORONTO, July 27, 2018 /CNW/ – Morneau Shepell Inc. (TSX: MSI) (“Morneau Shepell” or the “Company”) announced today that it has completed its previously announced acquisition of all of the outstanding shares of LifeWorks Corporation Ltd. (“LifeWorks”) for a total purchase price of approximately $426 million, payable in cash and Morneau Shepell shares (the “Acquisition”), and a related bought deal offering of 8,701,000 common shares of the Company (“Common Shares”), which includes the exercise in full of the over-allotment option of 791,000 Common Shares, for total gross proceeds of $231,011,550 (the “Offering”), which proceeds were used to fund a portion of the purchase price payable in the Acquisition. The Common Shares have been issued in lieu of subscription receipts as a result of the closing of the Acquisition occurring contemporaneously with the closing of the Offering.
“I am very pleased with the strong response to our Offering,” said Stephen Liptrap, President and Chief Executive Officer. “This acquisition brings together the best user experience and clinical support to achieve complete mental, physical, social and financial well-being for people everywhere. It also supports every one of the five pillars of our strategy. Combined, Morneau Shepell and LifeWorks define the total well-being space globally.
“I am equally pleased to welcome Jamie True, LifeWorks’ CEO, who is joining us as Chief Digital Officer effective immediately. In this role, Jamie will lead the strategy and development of our enterprise cloud-based platform. In addition, he will lead the commercial activities for our LifeWorks line of business. We welcome Jamie’s passion about technology and how it can be used to create positive change in our world today.”
“Our team is excited to be joining Morneau Shepell,” said Jamie True, CEO at LifeWorks. “LifeWorks harnesses the power of technology with its industry leading user experience that delivers high participation, high persistency and better outcomes. The combination of Morneau Shepell and LifeWorks creates a total well-being solution that people everywhere love to use.”
As the total unified well-being brand, Morneau Shepell will bring in its Employee Support Solutions products and services under the LifeWorks brand name: LifeWorks by Morneau Shepell.
About the financing of the Acquisition
The Offering was underwritten by a syndicate of underwriters co-led by TD Securities Inc. and National Bank Financial Inc. Pursuant to the Acquisition, the Company also issued 1,194,847 Common Shares to LifeWorks executives. The balance of the Acquisition was financed pursuant to an amended and restated credit facility (the “Amended and Restated Credit Facility”) arranged by National Bank Financial Inc. and underwritten by National Bank of Canada. The Amended and Restated Credit Facility amends and restates the Company’s pre-existing $300 million four-year credit facility and provides a $500 million five-year revolving credit facility.
This news release is not an offer of any securities for sale in the United States. The securities offered pursuant to the Offering may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. Morneau Shepell will not make any public offering of the securities in the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Advisors and counsel
TD Securities Inc. is acting as exclusive financial advisor to Morneau Shepell. Seyfarth Shaw LLP is acting as legal counsel to Morneau Shepell in connection with the Acquisition. Goodmans LLP is acting as legal counsel to Morneau Shepell in connection with the Offering and the debt financing.
KeyBanc Capital Markets Inc. is acting as exclusive financial advisor to LifeWorks. Weil, Gotshal & Manges LLP is acting as legal counsel to LifeWorks in connection with the Acquisition, along with Taylor Wessing LLP and Goodmans LLP.
About Morneau Shepell Inc.
Morneau Shepell is the only human resources consulting and technology company that takes an integrated approach to employee assistance, health, benefits and retirement needs. The Company is the leading provider of employee and family assistance programs, the largest administrator of retirement and benefits plans and the largest provider of integrated absence management solutions in Canada. As a leader in strategic HR consulting and innovative pension design, the Company helps clients solve complex workforce problems and provides integrated productivity, health and retirement solutions.
Established in 1966, Morneau Shepell serves approximately 20,000 clients, ranging from small businesses to some of the largest corporations and associations. With more than 4,000 employees in offices across North America, Morneau Shepell provides services to organizations across Canada, in the United States and around the globe. Morneau Shepell is a publicly-traded company on the Toronto Stock Exchange (TSX:MSI). For more information, visit morneaushepell.com.
About LifeWorks Corporation Ltd.
LifeWorks is an employee well-being business which combines employee assistance, wellness, recognition and incentive programs in the United States, Canada, Australia and the United Kingdom. Offering the only unified, modular platform in the employee well-being market, LifeWorks’ solution features an evolved employee assistance program, HR communications and community, perks and savings, rewards and recognition, and a wellness program. Its best-in-class user experience and support services help improve employee health and productivity. Formed in 2016 as a result of a joint venture between Work Angel Technology Limited and Ceridian HCM Holding Inc., LifeWorks serves over 4,200 employers across 57 industries, including technology, medical and pharmaceuticals, benefits, banking and finance, insurance, hospitality and consulting. LifeWorks employs a workforce of more than 500 people, and has access to a worldwide network of 24,000 qualified counsellors, certified coaches and specialized professionals across a variety of disciplines. For more information, visit lifeworks.com.
SOURCE Morneau Shepell Inc.
For further information: Morneau Shepell Inc., Helen Reeves, 416.355.5633, hreeves@morneaushepell.com