Bird Construction Inc. (TSX:BDT) entered into a definitive share purchase agreement to acquire Jacob Bros Construction Inc. from Scott Jacob and Todd Jacob for approximately CAD 140 million on June 10, 2024. The estimated aggregate consideration of CAD135 million is subject to customary purchase price adjustments and consists of: 1.49 million common equity of Bird Construction Inc. to be issued for common equity of Jacob Bros Construction Inc. Approximately CAD 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 CAD 4.0 million of assumed equipment debt. Other than the assumption of equipment debt, Jacob Bros will be acquired on a cash-free, debt-free basis. Jacob Bros? two shareholders, Scott Jacob, Chief Executive Officer and Todd Jacob, Chief Operating Officer, will join Bird to lead the combination of Bird?s Western Infrastructure business and their existing business. 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 approximately CAD 130 million term loan facility to be used to repay existing term loans and partially fund the acquisition. 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 CAD 300 million of revenue and CAD 37 million of Adjusted EBITDA.

The Transaction is subject to approval under the Competition Act (Canada), approval of the Toronto Stock Exchange, and satisfaction of other customary closing conditions. These include, but are not limited to the ability of Bird and Jacob Bros to obtain all necessary regulatory and third party approvals and satisfy all other necessary conditions to closing of the Transaction on a timely basis or at all. Subject to the satisfaction of these conditions, the Transaction is expected to close early in the third quarter of 2024. 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.