Webuild to acquire a major player in the Australian engineering and construction market

Conditional agreement with Murray & Roberts to acquire Clough, subject to positive outcome of due diligence
Clough among Australia’s leading engineering and construction companies with more than a century of experience
Acquisition would boost Webuild’s presence in Australia with scale, expertise, workforce
Acquisition would provide significant operational, commercial synergies
Clough holds €4.8 billion in order backlog and preferred bids, revenues at €1 billion, with financial debt-free balance sheet

(PRESS RELEASE) MILAN, 8-Nov-2022 — /EuropaWire/ — Webuild SpA, an Italian industrial group specialised in the construction and civil engineering, formerly Salini Impregilo, has announced the acquisition of Clough Limited, a major player in the Australian engineering and construction market. To this extent, the company has signed a conditional agreement with Clough owner the Murray & Roberts of South Africa as the closure of the deal is subject to positive outcome of due diligence.

The Target

Clough is among Australia’s main companies in the engineering and construction sector, with approximately 2,500 employees. Founded in Perth in 1919, Clough is wholly owned by Murray & Roberts of South Africa. It provides sustainable and innovative solutions in the design, construction and maintenance of plants and infrastructure in the energy, resources and infrastructure sectors. Its landmark projects include the first high-rise in Perth, and the first major underground freeway tunnel in Western Australia.

At June 30, 2022, Clough had an order backlog of approximately €2.1 billion, and approximately €2.7 billion worth of projects for which it is the preferred bidder. Both the backlog and preferred bids are mainly concentrated in Australia and North America. Revenues for the 2022 financial year are approximately €1 billion. In addition, the company ended 2022 with balance sheet free of financial debt.

Webuild will support Clough’s financial reorganisation with the aim of turning it into the Group’s platform in Australia, a strategic market with strong growth potential as infrastructure investments are expected to reach more than €300 billion in the 2022-2025 period. In Australia, Webuild’s order book and preferred bids total nearly €9 billion.

Transaction Rationale

The transaction would enable Webuild to:

strengthen its organisational, engineering and workforce structure in Australia, instrumental to the execution of its order backlog and commercial plan;
bolster its local presence in a number of major Australian states, such as Western Australia and Queensland, adding to Webuild’s established presence in New South Wales and Victoria;
benefit from scale and significant synergies by enhancing Clough’s central resources specialised in commercial planning, bid preparation, human resources management, procurement management, administration, finance and control;
expand and diversify Webuild’s activities in terms of operating segments, with Clough’s good market positioning and strong technical expertise in sectors such as energy, installations, and defence.

The transaction would have Webuild take over minority stakes in projects in Australia carried out in partnership with Clough, including Snowy 2.0 and Inland Rail.

Transaction Highlights

The agreement is subject, inter alia, to the positive outcome of the due diligence (to be conducted promptly on Clough), all the necessary approvals from the relevant authorities, clients’ confirmation that Clough material contracts will continue unimpaired after the closing of the acquisition, and approval by the Murray & Roberts Holding Limited shareholders’ assembly. The structure of the operation also foresees Webuild granting a AUS$ 30 million (approximately, €20 million) loan to Clough between the signing and closing, subject, inter alia, to appropriate first ranking security being in place to secure repayment if the transaction is not completed.

Due diligence has already commenced, whose agreed scope will address standard legal, accounting, tax and operational matters, and will review the economic and financial forecasts made available to Webuild pending the negotiation of the transaction.

Webuild, the new group born in 2020 from Salini Impregilo, is a leading global player in the construction of large, complex projects for sustainable mobility, clean hydro energy, clean water, green buildings, supporting clients in achieving sustainable development goals (SDGs). The Group is the expression of 115 years of engineering experience applied in 50 countries on five continents with 70,000 direct and indirect employees from more than 100 nationalities. Recognized for five years by Engineering News-Record (ENR) as the world leader in water infrastructure (such as dams, hydraulic tunnels, water and wastewater management, and water treatment and desalination plants), it ranks since 2018 among the top 10 in the environment sector and it is also leader in sustainable mobility (especially metro and rail lines, in addition to roads and bridges). A signatory of the United Nations Global Compact, the Group’s expertise is displayed in projects such as the M4 metro line in Milan, Grand Paris Express, Cityringen in Copenhagen, Sydney Metro Northwest, Red Line North Underground in Doha, Line 3 of the Riyadh Metro and the high-speed railways in Italy. Other projects include the new Genoa Bridge and the new Gerald Desmond Bridge in Long Beach, California, the expansion of the Panama Canal, the Snowy 2.0 hydroelectric power station in Australia, the Rogun hydroelectric dam in Tajikistan, the Anacostia River and Northeast Boundary tunnels in Washington, D.C. and the Al Bayt 2022 World Cup stadium in Qatar. In June 2021, new orders totalled €43.3 billion. Some 92% of the backlog for construction orders involves projects tied to the sustainable development goals of the United Nations (SDGs). Webuild, subject to direction and coordination by Salini Costruttori S.p.A., is headquartered in Italy and is listed on the Milan Stock Exchange (Borsa Italiana: WBD; Reuters: WBD.MI; Bloomberg: WBD:IM)

Webuild to acquire a major player in the Australian engineering and construction market

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