MONTREAL , June 6, 2025 /CNW/ - AtkinsRéalis Group Inc. (TSX: ATRL), a world-class engineering services and nuclear company with offices around the world, today announced that it has completed the previously announced transactions for the sale by AtkinsRéalis of shares of 407 International Inc. ("Highway 407 ETR") with each of a subsidiary of Canada Pension Plan Investment Board ("CPP Investments") and a subsidiary of Ferrovial SE ("Ferrovial") under the Share Purchase Agreement entered into by all of the parties, and that all closing steps have been initiated under the Put and Call Agreement entered into by AtkinsRéalis with Ferrovial, in each case in accordance with the financial terms and conditions of such agreements as disclosed by AtkinsRéalis on March 13, 2025.

As a result of the deferred portion of the consideration under the Share Purchase Agreement and the exercise of the call option under the Put and Call Agreement both being exercised at the beginning of the 18 month post-closing window, total gross proceeds for these elements of the transaction were adjusted in line with the agreed formulas, and total proceeds for the complete sale of AtkinsRéalis' 6.76% interest will be approximately $2.6 billion. Management now expects a low to mid-single digit percentage effective cash tax rate on the net gain on the sale through the use of the Company's available non-capital losses.

Certain sale proceeds were received by AtkinsRéalis at closing of the transactions under the Share Purchase Agreement and all remaining proceeds under both agreements are expected to be paid to AtkinsRéalis within the next three business days. Following the closing of the above-described transactions, AtkinsRéalis will no longer hold any interest in Highway 407 ETR.

AtkinsRéalis also announced today that, in connection with the closing of the sale transactions, it has repaid in full the $400 million principal that had been outstanding under its limited recourse loan agreement with a subsidiary of Caisse de dépôt et placement du Québec and that such loan agreement has thus been terminated.

The remainder of the net proceeds from the transactions will be deployed in line with the Company's capital allocation priorities outlined at its 2024 Investor Day, and based on what management and the board of directors believe would be in the best interests of the Company and most accretive to shareholder value over time. This would include paying down indebtedness, potentially funding additional growth through small and mid-size acquisitions and returning capital to shareholders.

RBC Capital Markets is acting as financial advisor and Norton Rose Fulbright is acting as legal advisor to AtkinsRéalis.

About AtkinsRéalis

Created by the integration of long-standing organizations dating back to 1911, AtkinsRéalis is a world-class engineering services and nuclear company dedicated to engineering a better future for our planet and its people. We create sustainable solutions that connect people, data and technology to transform the world's infrastructure and energy systems. We deploy global capabilities locally to our clients and deliver unique end-to-end services across the whole life cycle of an asset including consulting, advisory & environmental services, intelligent networks & cybersecurity, design & engineering, procurement, project & construction management, operations & maintenance, decommissioning and capital. The breadth and depth of our capabilities are delivered to clients in strategic sectors such as Engineering Services, Nuclear and Capital. News and information are available at www.atkinsrealis.com or follow us on LinkedIn.

Forward-Looking Statements

References in this press release to the "Company", "AtkinsRéalis", "we", us" and "our" mean, as the context may require, AtkinsRéalis Group Inc. or all or some of its subsidiaries or joint arrangements or associates. Statements made in this press release that describe the Company's expectations or strategies constitute "forward-looking statements", which can be identified by the use of the conditional or forward-looking terminology such as "estimates", "expects", "forecasts", "intends", "may", "objective", "plans", "projects", "should", "will", "likely", or other variations thereon. The statements made by the Company in this press release regarding the expected timing for closing and receipt of proceeds under the transactions described herein are forward-looking statements. Forward-looking statements also include any other statements that do not refer to historical facts. The Company cautions that, by their nature, forward-looking statements involve risks and uncertainties, and that future outcomes could differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements are presented for the purpose of assisting investors and others in understanding certain key elements of the Company's current objectives, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company's business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. The forward-looking statements herein reflect the Company's expectations as at the date of this press release and are subject to change after this date. The Company does not undertake to update publicly or to revise any such forward-looking statements whether as a result of new information, future events or otherwise, unless required by applicable legislation or regulation. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

SOURCE AtkinsRéalis