Bird Construction Inc. (TSX:BDT) entered into a definitive agreement to acquire Stuart Olson Inc. (TSX:SOX) for CAD 4.4 million on July 29, 2020. Upon closing of the Arrangement Agreement, an aggregate amount equal to CAD 70 million will be paid by or on behalf of Stuart Olson to the lenders in full satisfaction of all indebtedness, accrued interest and obligations of Stuart Olson under the secured credit facilities. The portion payable to the Stuart Olson's unsecured convertible debenture holders will consist solely of CAD 22.5 million of Bird shares. The portion payable to existing shareholders of Stuart Olson will consist of approximately CAD 4 million of Bird shares, representing an exchange ratio of 0.02006051 of a Bird share for each Stuart Olson share. Upon closing, Canso Investment Counsel Ltd. will acquire Bird shares in exchange for CAD 40 million cash; this CAD 40 million combined with Bird's cash investment of CAD 30 million will constitute the CAD 70 million aggregate to be paid to the secured creditors. At closing, Canso Investment will own approximately 18.8% of the common shares outstanding of Bird. Bird intends to finance the transaction through a combination of common shares of Bird and cash. The cash consideration will be funded through available capacity under Bird's existing revolving credit facility with the Bank of Montreal. In case of termination of the transaction, Stuart Olson will pay Bird a termination fee of CAD 2 million.

As a result of the merger, the combined entity will have a workforce of 5,000 people. The transaction is subject to obtaining the required approvals of the Court of Queen's Bench of Alberta, the Competition Bureau, 66 2/3% of Stuart Olson's shareholders, 66 2/3% secured bank lenders and unsecured convertible debenture holders of Stuart Olson. The transaction is also subject to satisfaction of other customary closing conditions, including Toronto Stock Exchange shall have conditionally approved the issuance and the listing and posting for trading on the TSX of the Bird Shares to be issued pursuant to the offering. The Boards of Directors of both companies unanimously approved the transaction. The Board of Stuart Olson recommends that Stuart Olson's shareholders vote in favor of the transaction. Stuart Olson's shareholders meeting will be held in mid to late September 2020. As of August 14, 2020, Stuart Olson obtained an interim order from the Court of Queen's Bench of Alberta in connection with the transaction. Shareholder of Stuart Olson will hold special meeting on September 17, 2020 to approve the transaction. As of September 8, 2020, the transaction has received a "no action letter" from the Competition Bureau confirming that the Commissioner of Competition does not intend to challenge the proposed acquisition. Independent Proxy Advisory Firms, Institutional Shareholder Services Inc. and Glass Lewis & Co. have each recommended that Stuart Olson shareholders vote "FOR" the transaction. The transaction was unanimously approved by Stuart Olson's secured bank lenders and unsecured convertible debenture holders, and was also approved by Stuart Olson's shareholders at each of the special meetings held on September 17, 2020. As of September 18, 2020, the transaction has obtained a final order from the Court of Queen's Bench of Alberta approving the transaction. The transaction is expected to close early in the fourth quarter of 2020. As of September 8, 2020, the transaction is now expected to close in late September 2020. As of September 18, 2020, the transaction is expected to close on or about September 25, 2020. As a result of the merger, the transaction is expected to generate accretion in operating cash flows in the first full-year.

PricewaterhouseCoopers LLP acted as financial advisor and fairness opinion provider to Stuart Olson's Board. ATB Capital Markets is acting as financial advisor and Brent Kraus of Bennett Jones LLP is acting as legal counsel to Bird. Marcus W. Archer of Norton Rose Fulbright Canada LLP is acting as legal counsel to Stuart Olson and Osler, Hoskin & Harcourt acted as legal counsel to Stuart Olson's Board. CIBC Capital Markets Inc. and TD Securities Inc. retained as financial advisors and agent by Stuart Olson. Kelly Bourassa and Chad Schneider of Blake, Cassels & Graydon LLP acted as legal advisor to the TD Securities. AST Trust Company (Canada) acted as depository for Stuart Olson. Computershare Investor Services Inc. acted as transfer agent for the Bird shares. Computershare Trust Company of Canada is acting as the transfer agent and registrar for Stuart Olson. Gryphon Advisors Inc. acted as the information agent to Stuart Olson and will receive a fee of CAD 0.04 million for its services.

Bird Construction Inc. (TSX:BDT) completed the acquisition of Stuart Olson Inc. (TSX:SOX) on September 25, 2020. The common shares of Stuart Olson are expected to be delisted from the Toronto Stock Exchange the week of September 28, 2020.