9 October 2013,


CARDNO Ltd (ASX:CDD) will acquire Haynes Whaley Associates (HWA) for US$22.25 million under an agreement signed today.

Professional infrastructure and environmental services company CDD is expected to gain about US$20 million revenue and $4.6 million in Earnings Before Interest, Taxes, Depreciation, and Amortization from the acquisition, over the next 12 months.

CDD managing director Andrew Buckley says the move expands the company’s American structural engineering interests.

“In particular, this expansion will drive additional opportunities for cross-selling structural engineering services to existing Cardno clients, and offering HWA’s clients access to the broader range of Cardno’s engineering and environmental services.”

HWA president Larry Whaley says his company’s focus has always been to provide the highest level of structural engineering expertise to its clients.

“We are pleased to join Cardno, a company that shares our values and corporate culture and offers us the ability to continue to grow our business by expanding our services domestically and globally through their 290 offices worldwide.”

CDD shares rose .49 per cent upon the announcement, from a low of $6.040 to $6.120.

HWA is a 100 person structural engineering firm based in Houston, Texas, with other offices in Reston, Virginia and Austin.

Its clients include: developers, architects and a range of public, institutional and private entities such as the City of Houston, Walt Disney Imagineering, the State of Texas university systems, the National Institutes of Health, the General Services Administration, Rice University, Trammel Crow Company, Exxon Mobil and NASA.

About 10 per cent of the purchase price is subject to achieving performance targets over the next 12 months, with an additional 15 per cent of the purchase price deferred for 24 months.

HWA will become a part of CDD’s American operations and will operate as Cardno Haynes Whaley Inc.

The addition of HWA significantly enhances CDD’s structural engineering capabilities across a broad range of commercial, public, and institutional clients.

The firm works internationally as well as nationally, with project experience across 40 US states, Africa, the Caribbean, Malaysia, and Singapore.

Combining this expertise with CDD’s current engineering portfolio creates a strong platform to deliver added value to both firm’s existing clients.

Upon completion of the transaction HWA’s key management will become CDD shareholders and remain active in the company.

The purchase is funded by an approximate mix of 75 per cent cash and 25 per cent shares.

About 550,545 shares will be issued at a price of $6.21 each.

The cash component will be funded from available cash and debt facilities.

Shares issued as part of the deferred payment and earn-out will be based on the 10 day volume average weighted price at the time of payment.

The acquisition will be immediately earnings per share accretive.

The acquisition has an effective date of October 8, 2013.






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