Investor presentation July 9, 2018 A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This presentation does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
General Prospective investors should rely only on information contained in the preliminary short form prospectus to be filed and delivered by the Company (the “ prospectus ”). This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the information contained in the prospectus. A prospective investor is not entitled to rely on parts of the information contained in this presentation to the exclusion of others. The Company (“ us ”, “ we ” or “ our ”) nor the underwriters has authorized any other person to provide prospective investors with different information. If a prospective investor is provided with different or inconsistent information, the prospective investor should not rely on such information. Neither the Company nor the underwriters is making an offer to sell securities in any jurisdiction where such an offer or sale is prohibited. Unless otherwise stated, the information contained in this presentation is accurate only as of the date of this presentation, regardless of the time of delivery of this presentation or any sale of securities. The Company’s business, financial condition, results of operations and prospects may have changed since the date of this presentation. No securities regulatory authority has expressed an opinion about the securities and it is an offence to claim otherwise. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States and may not be offered, sold, or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The prospectus does not constitute an offer to sell or solicitation of an offer to buy any of these securities in the United States. All dollar amounts in this presentation are stated in Canadian dollars and references to dollars or “$” are to Canadian currency, unless otherwise indicated. Forward-Looking Information This presentation contains “forward-looking statements” within the meaning of applicable securities laws, such as statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Use of words such as “may”, “will”, “expect”, “believe”, “anticipate” or other words of similar effect may indicate a “forward-looking” statement. Forward-looking information in this presentation includes: completion and timing of the proposed Acquisition and Offering; anticipated earnings and future growth rates; anticipated accretion in respect of earnings per share; forecasted operating expenses; the quantum and timing of estimated synergies and financial benefits to be derived in respect of such synergies; financial and acquisition metrics; and future growth initiatives. The Company believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward- looking statements should not be unduly relied upon. Forward-looking information herein is based on various assumptions and expectations that Morneau Shepell believes are reasonable in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to Morneau Shepell, including information obtained from third party sources, and the historic performance of Morneau Shepell’s businesses and those of LifeWorks. Such assumptions include anticipated financial performance, current business and economic trends, business prospects, currency, exchange and interest rates, cost estimates, Morneau Shepell’s ability to obtain financing on acceptable terms and the timing of satisfaction of the conditions to closing of the Acquisition, Morneau Shepell’s ability to achieve cost-efficiencies and cross-selling anticipated to achieve expected synergies, and are subject to the risks and uncertainties set forth below. Readers are cautioned that the preceding list of assumptions is not exhaustive. 2
These forward-looking statements are not guarantees of future performance and are subject to numerous risks and uncertainties, including those described in the Company’s publicly filed documents (available on SEDAR at sedar.com). Those risks and uncertainties include ability to maintain profitability and manage growth, reliance on information systems and technology, reputational risk, dependence on key clients, reliance on key professionals and economic conditions. Many of these risks and uncertainties can affect the firm’s actual results and could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statement made by the Company or on the firm’s behalf. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements in this presentation are qualified by these cautionary statements. These statements are made as of the date of this presentation and, except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities. Non-IFRS Measures To assist investors in assessing the LifeWork's financial performance, this presentation makes reference to certain financial measures such as EBITDA. The Company believes that EBITDA is a useful supplemental measure to assist our investors in assessing LifeWorks’ financial performance. This financial measure does not have any standard meaning prescribed by International Financial Reporting Standards and therefore may not be comparable to similar measures presented by other issuers. "EBITDA" is defined as profit before finance costs, income tax expenses, depreciation and amortization. 3
Transaction overview Morneau Shepell ("MSI") has entered into a definitive agreement to acquire LifeWorks, a leading global Employee Assistance Program ("EAP") and wellness provider Purchase price of approximately C$426mm (US$325mm), payable in cash and MSI shares Key LifeWorks executives are taking back MSI shares as part of their consideration, with certain lock-up periods on the MSI shares Concurrent with the acquisition announcement, MSI announced a C$210mm bought deal equity offering of subscription receipts and an upsize in its bank facility to finance the cash portion of the purchase price Represents a purchase price multiple of approximately 11.2x anticipated 2019 EBITDA including in year synergies Acquisition is anticipated to be over 10% accretive to EPS in 2019 excluding acquisition- related amortization of acquired intangibles and including in year synergies 4
LifeWorks overview LifeWorks is a leading global EAP and wellness provider with a recurring revenue business model Enhanced technology platform that delivers an integrated employee wellness offering. Best- in-class user experience and support services help improve employee health and productivity Formed as a joint venture through the combination of Ceridian HCM, Inc.’s (“Ceridian”) core EAP business with WorkAngel's technology platform for employee rewards and recognition LifeWorks was spun out of Ceridian prior to Ceridian's 2018 IPO and for 2017, LifeWorks generated revenue of C$105mm Offices in U.S., the U.K., Australia and Canada, with more than 500 employees worldwide and 4,200+ existing customers across 57 industries (technology, medical and pharmaceuticals, benefits, banking and finance, insurance, hospitality and consulting) 5
Strategically compelling Consistent with our growth strategy and vison to optimize the health and productivity of people – the heart of every organization Combined organizations offer a one-stop shop to meet employers’ and their employees’ well-being needs across the globe Geographically, we are leaders in complementary areas and together we are one of the largest EAP leaders Strong complementary capabilities to provide a comprehensive clinical and technology experience 6
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