FirstService Announces Plan to Separate Into Two Independent Public Companies
(Thomson Reuters ONE) -
Spin-Off Transaction Creates Two Strong Industry Leaders: Colliers International
in Commercial Real Estate and New FirstService Corporation in Residential
Property Management and Services
TORONTO, Feb. 10, 2015 (GLOBE NEWSWIRE) -- FirstService Corporation (TSX:FSV)
(Nasdaq:FSRV) ("FirstService") today announced that its Board of Directors has
approved, in principle, a plan to separate FirstService into two independent
publicly-traded companies - "Colliers International," one of the top three
global leaders in commercial real estate and "FirstService Corporation," the
North American leader in residential property management and services. After the
separation, FirstService Corporation will be comprised of the current
FirstService Residential and FirstService Brands divisions. Each company
generates strong cash flow, has compelling growth opportunities and a long
history of creating shareholder value. The spin-off transaction, which is being
structured as a tax-free distribution to shareholders, will create two strong
market leaders with distinct brands, customers, operating characteristics and
industry dynamics:
* Colliers International has been the fastest growing commercial real estate
firm in the world over the past 10 years and is ranked number 5 in the
IAOP(®) annual list of Global Outsourcing 100 companies. It offers a full
range of commercial real estate services in the United States, Canada,
Europe, Australia/New Zealand, Asia and Latin America. For the year ended
December 31, 2014, pro forma revenue, including contribution from
acquisitions completed during the year, totalled US$1.7 billion.
* FirstService Corporation established the first North American platform in
residential property management and through its portfolio of well-known and
market-leading franchise brands provides a variety of property related
services to residential and commercial customers. For the year ended
December 31, 2014, pro forma revenue, including contribution from
acquisitions completed during the year, totalled US$1.1 billion.
"With significant insider ownership and an experienced management team,
FirstService has a long-term track record of creating value and superior returns
for shareholders since becoming a publicly listed company in 1993," said Jay
Hennick, Founder and Chief Executive Officer. "For more than twenty years
FirstService shareholders have enjoyed a compound annual return of more than
20% on their investment. In fact, $100,000 invested in FirstService shares when
we first listed is worth more than $3.2 million today," he added. "Over the past
several years we continued to strengthen and grow our company, expanding
operations internally and through acquisitions, extending our geographic reach,
divesting non-core assets and undertaking a significant re-branding initiative
all while maintaining a strong balance sheet and cash flows," he continued.
"Today we are taking the next bold, but logical, step in unlocking even greater
value for FirstService shareholders by separating our company into two, billion
dollar public companies, Colliers International and FirstService Corporation,"
he concluded.
The proposed transaction will be implemented through a court-approved Plan of
Arrangement (the "Arrangement") and is subject to final approval from
FirstService's Board of Directors. FirstService expects that the Arrangement,
when completed, will result in the establishment of a new public company that
will be named FirstService Corporation ("FirstService Corporation") and the
current publicly traded company called FirstService will change its name to
Colliers International Group, Inc. ("Colliers International"). The Arrangement
is expected to be tax free to shareholders. The intention is for both the
subordinate voting shares of Colliers International and FirstService Corporation
to be listed on the Toronto Stock Exchange (the "TSX") and the NASDAQ Stock
Market ("NASDAQ"), consistent with the current dual listing of FirstService's
subordinated voting shares. The Arrangement will also be subject to regulatory,
court and shareholder approvals.
Creating two separate and independent publicly traded companies will enable each
company and its shareholders to:
* Intensify its focus on core businesses and customers
* Pursue independent value creation strategies
* Implement distinct capital allocation strategies
* Attract appropriate investors and offer better comparability with publicly
traded peers
* Create two different and compelling investment opportunities
Colliers International: A Global Leader in Commercial Real Estate Services
We expect Colliers International to create shareholder value by leveraging its
position as a top three global leader in the dynamic commercial real estate
services industry. Colliers International has a highly identified and regarded
international brand, global scale, a broad portfolio of service offerings, and
significant market penetration enabling continued expansion of its platform in
more than 60 countries. As a standalone company, we believe that Colliers
International will be able to:
* Take advantage of internal growth opportunities and industry consolidation
in an industry where brand and global capabilities are key competitive
advantages;
* Create a "pure play" global commercial real estate services firm that can be
easily understood, evaluated, and compared to its competitors by the capital
markets;
* Accelerate acquisition growth and service line diversification across all
geographic regions, while considering merger opportunities on a larger
scale; and
* Better retain and motivate key employees with more attractive incentives
that better align their role and success with the performance of the
business.
FirstService Corporation: The North American Leader in Residential Real Estate
Services
We expect FirstService Corporation will create shareholder value by maintaining
a leadership position in residential property management services across North
America and continuing to provide property services through a network of well-
known and market-leading franchise brands delivering a consistent and
predictable stream of cash flows with a strong base of contracted revenue. As a
standalone company, we believe FirstService Corporation will be able to:
* Focus on recurring and repeat property services primarily targeted at the
residential market;
* Benefit from our scale, deep knowledge and expertise, and access to capital
to create value for our clients, reinforce our service excellence culture
and further extend our competitive advantages;
* Improve margins and operational effectiveness driving additional value to
shareholders;
* Continue and refine its disciplined acquisition growth strategy utilizing a
sharper strategic and capital allocation focused on opportunities which can
provide a material operational and financial contribution; and
* Generate substantial free cash flow that will allow for reinvestment in
growth opportunities and regular dividends, thereby providing an attractive
total return to shareholders.
Continuity in Leadership
Upon completion of the Arrangement, shareholders are expected to benefit from
the continuity in the quality of management that they have experienced to date.
Jay Hennick, currently Founder and Chief Executive Officer, will serve both as
Executive Chairman of Colliers International and Chairman of FirstService
Corporation while John Friedrichsen, currently Chief Financial Officer, will
serve as Chief Financial Officer of Colliers International. Doug Frye, currently
Global President & CEO of Colliers International will retain his current role
and leadership of the executive team in charge of operations as will Dylan
Taylor, currently Global COO of Colliers International. Scott Patterson,
currently COO, will serve as CEO of FirstService Corporation and Jeremy Rakusin,
currently Vice President Strategy & Corporate Development will serve as Chief
Financial Officer of FirstService Corporation.
Further details concerning the composition of the Boards of Directors of
FirstService Corporation and Colliers International will be provided at a later
date, though it is anticipated that substantial continuity in the composition of
the current Board of Directors will be maintained.
Financial and Legal Advisors
To advise on the Arrangement, William Blair & Company has been retained as
financial advisor to the Board of Directors of FirstService, while BMO Capital
Markets has been retained as as Canadian equity capital markets advisor to the
Company, PwC as tax advisor and Fogler, Rubinoff LLP as legal counsel.
Conference Call & Presentation
FirstService will be holding a conference call on Wednesday, February 11, 2015
at 11:00 a.m. Eastern Time to review the proposed separation, as well as to
discuss its fourth quarter and full year results for 2014, which were announced
in a separate press release today. FirstService has posted a presentation in the
Investors / Newsroom section of its website that provides an overview of the
separation. The call will be simultaneously web cast and can be accessed live or
after the call at www.firstservice.com in the Investors / Newsroom section.
About FirstService
FirstService is a global leader in the rapidly growing real estate services
sector, one of the largest markets in the world. FirstService manages more than
2.5 billion square feet of residential and commercial properties through its
three industry-leading service platforms: Colliers International - one of the
largest global players in commercial real estate services; FirstService
Residential - North America's largest manager of residential communities; and
FirstService Brands - one of North America's largest providers of essential
property services delivered through individually branded franchise systems and
company-owned operations.
FirstService generates more than US$2.7 billion in annual revenues and has more
than 24,000 employees world-wide. With significant insider ownership and an
experienced management team, FirstService has a long-term track record of
creating value and superior returns for shareholders since becoming a publically
listed company in 1993. The subordinate voting shares of FirstService trade on
the NASDAQ under the symbol "FSRV" and on the TSX under the symbol "FSV". More
information is available at www.firstservice.com.
Advisory Regarding Forward-Looking Statements
Information in this press release that is not a historical fact is "forward-
looking information". Words such as "plans", "intends", "outlook", "expects",
"anticipates", "estimates", "believes", "likely", "should", "could", "will",
"may" and similar expressions are intended to identify statements containing
forward-looking information. Forward-looking information in this press release
is based on current objectives, strategies, expectations and assumptions which
management considers appropriate and reasonable at the time, including, but not
limited to, general economic and industry growth rates, currency exchange and
interest rates, competitive intensity and shareholder and regulatory approvals.
By its nature, forward-looking information is subject to risks and uncertainties
which may be beyond the ability of FirstService to control or predict. The
actual results, performance or achievements of Colliers International or
FirstService Corporation could differ materially from those expressed or implied
by forward-looking information. Factors that could cause actual results,
performance, achievements or events to differ from current expectations include,
among others, risks and uncertainties related to: obtaining approvals, rulings,
court orders and consents, or satisfying other requirements, necessary or
desirable to permit or facilitate completion of the Arrangement (including
regulatory and shareholder approvals); future factors that may arise making it
inadvisable to proceed with, or advisable to delay, all or part of the
Arrangement; the operations and financial condition of Colliers International
and FirstService Corporation as separately traded public companies, including
the reduced industry and geographical diversification resulting from this
separation; the impact of the Arrangement on the trading prices for, and market
for trading in, the shares of FirstService, Colliers International and
FirstService Corporation; the potential for significant tax liability for a
violation of the tax-deferred spinoff rules; the potential benefits of the
Arrangement; business cycles, including general economic conditions in the
countries in which Colliers International and FirstService Corporation operate,
which will, among other things, impact demand for services and the cost of
providing services; the ability of each of Colliers International and
FirstService Corporation to implement its business strategy, including their
ability to acquire suitable acquisition candidates on acceptable terms and
successfully integrate newly acquired businesses with its existing businesses;
changes in or the failure to comply with government regulations; changes in
foreign exchange rates; increased competition; credit of third parties; changes
in interest rates; and the availability of financing. Additional information on
certain of these factors and other risks and uncertainties that could cause
actual results or events to differ from current expectations can be found in
FirstService's Annual Information Form for the year ended December 31, 2013
under the heading "Risk Factors" (which factors are adopted herein and a copy of
which can be obtained at www.sedar.com). Certain risks and uncertainties
specific to the proposed Arrangement, Colliers International and FirstService
Corporation will be further described in the information circular to be mailed
in advance of the shareholder meeting at which the Arrangement will be
considered. Other factors, risks and uncertainties not presently known to
FirstService or that FirstService currently believes are not material could also
cause actual results or events to differ materially from those expressed or
implied by statements containing forward-looking information.
Readers are cautioned not to place undue reliance on statements containing
forward-looking information that are included in this press release, which are
made as of the date of this press release, and not to use such information for
anything other than their intended purpose. FirstService disclaims any
obligation or intention to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise, except as
required by applicable law.
CONTACT: COMPANY CONTACTS:
Jay S. Hennick
Founder & CEO
(416) 960-9500
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: FirstService Corporation via GlobeNewswire
[HUG#1893436]
Unternehmensinformation / Kurzprofil:
Datum: 10.02.2015 - 22:01 Uhr
Sprache: Deutsch
News-ID 370689
Anzahl Zeichen: 17114
contact information:
Town:
TORONTO
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 135 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"FirstService Announces Plan to Separate Into Two Independent Public Companies"
steht unter der journalistisch-redaktionellen Verantwortung von
FirstService Corporation (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
