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Reference in this
press release, and hereafter, to the "Company" or to "SNC-Lavalin"
means, as the context may require, SNC-Lavalin Group Inc. and all
or some of its subsidiaries or joint arrangements, or SNC-Lavalin
Group Inc. or one or more of its subsidiaries or joint
arrangements.
Statements made in
this press release that describe the Company's or management's
budgets, estimates, expectations, forecasts, objectives,
predictions, projections of the future or strategies may be
"forward-looking statements", which can be identified by the use of
the conditional or forward-looking terminology such as "aims",
"anticipates", "assumes", "believes", "cost savings", "estimates",
"expects", "goal", "intends", "may", "plans", "projects", "should",
"synergies", "will", or the negative thereof or other variations
thereon. Forward-looking statements also include any other
statements that do not refer to historical facts. Forward-looking
statements also include statements relating to the following: (i)
future capital expenditures, revenues, expenses, earnings, economic
performance, indebtedness, financial condition, losses and future
prospects; and (ii) business and management strategies and the
expansion and growth of the Company's operations and potential
synergies resulting from the Acquisition. All such forward-looking
statements are made pursuant to the "safeharbour" provisions of
applicable Canadian securities laws. The Company cautions that, by
their nature, forward-looking statements involve risks and
uncertainties, and that its actual actions and/or results could
differ materially from those expressed or implied in such
forward-looking statements, or could affect the extent to which a
particular projection materializes. 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.
Forward-looking
statements made in this press release are based on a number of
assumptions believed by the Company to be reasonable as at the date
hereof. The assumptions are set out throughout the Company's 2014
Management's Discussion and Analysis (particularly in the sections
entitled "Critical Accounting Judgments and Key Sources of
Estimation Uncertainty" and "How We Analyze and Report our Results"
in the Company's 2014 Management's Discussion and Analysis), as
updated in the Company's First Quarter 2015 Management's Discussion
and Analysis. If these assumptions are inaccurate, the Company's
actual results could differ materially from those expressed or
implied in such forward-looking statements. In addition, important
risk factors could cause the Company's assumptions and estimates to
be inaccurate and actual results or events to differ materially
from those expressed in or implied by these forward-looking
statements. These risks include, but are not limited to: (a) the
outcome of pending and future claims and litigation could have a
material adverse impact on the Company's business, financial
condition and results of operation; (b) on February 19, 2015, the
Company was charged with one count of corruption under the CFPOA
and one count of fraud under the Criminal Code (Canada), and is
also subject to other ongoing investigations which could subject
the Company to criminal and administrative enforcement actions,
civil actions and sanctions, fines and other penalties, some of
which may be significant. These charges and investigations, and
potential results thereof, could harm the Company's reputation,
result in suspension, prohibition or debarment of the Company from
participating in certain projects, reduce its revenues and net
income and adversely affect its business; (c) further regulatory
developments could have a significant adverse impact on the
Company's results, and employee, agent or partner misconduct or
failure to comply with anti-bribery and other government laws and
regulations could harm the Company's reputation, reduce its
revenues and net income, and subject the Company to criminal and
administrative enforcement actions and civil actions; (d) if the
Company is not able to successfully execute on its new strategic
plan, its business and results of operations would be adversely
affected; (e) a negative impact on the Company's public image could
influence its ability to obtain future projects; (f) fixed-price
contracts or the Company's failure to meet contractual schedule or
performance requirements may increase the volatility and
unpredictability of its revenue and profitability; (g) the
Company's revenue and profitability are largely dependent on the
awarding of new contracts, which it does not directly control, and
the uncertainty of contract award timing could have an adverse
effect on the Company's ability to match its workforce size with
its contract needs; (h) the Company's backlog is subject to
unexpected adjustments and cancellations, including under
"termination for convenience" provisions, and does not represent a
guarantee of the Company's future revenues or profitability; (i)
SNC-Lavalin is a provider of services to government agencies and is
exposed to risks associated with government contracting; (j) the
Company's international operations are exposed to various risks and
uncertainties, including unfavourable political environments, weak
foreign economies and the exposure to foreign currency risk; (k)
there are risks associated with the Company's ownership interests
in ICI that could adversely affect it; (l) the Company is dependent
on third parties to complete many of its contracts; (m) the
Company's use of joint ventures and partnerships exposes it to
risks and uncertainties, many of which are outside of the Company's
control; (n) the competitive nature of the markets in which the
Company does business could adversely affect it; (o) the Company's
project execution activities may result in professional liability
or liability for faulty services; (p) the Company could be subject
to monetary damages and penalties in connection with professional
and engineering reports and opinions that it provides; (q) the
Company may not have in place sufficient insurance coverage to
satisfy its needs; (r) the Company's employees work on projects
that are inherently dangerous and a failure to maintain a safe work
site could result in significant losses and/or an inability to
obtain future projects; (s) the Company's failure to attract and
retain qualified personnel could have an adverse effect on its
activities; (t) work stoppages, union negotiations and other labour
matters could adversely affect the Company; (u) the Company relies
on information systems and data in its operations. Failure in the
availability or security of the Company's information systems or in
data security could adversely affect its business and results of
operations; (v) any acquisition or other investment may present
risks or uncertainties; (w) the Company may be unable to
successfully integrate the businesses of SNC-Lavalin and Kentz and
realize the anticipated benefits of the Acquisition; * a
deterioration or weakening of the Company's financial position,
including its cash net of recourse debt, would have a material
adverse effect on its business and results of operations; (y) the
Company may have significant working capital requirements, which if
unfunded could negatively impact its business, financial condition
and cash flows; (z) an inability of SNC-Lavalin's clients to
fulfill their obligations on a timely basis could adversely affect
the Company; (aa) the Company may be required to impair certain of
its goodwill, and it may also be required to write down or write
off the value of certain of its assets and investments, either of
which could have a material adverse impact on the Company's results
of operations and financial condition; (bb) global economic
conditions could affect the Company's client base, partners,
subcontractors and suppliers and could materially affect its
backlog, revenues, net income and ability to secure and maintain
financing; (cc) fluctuations in commodity prices may affect
clients' investment decisions and therefore subject the Company to
risks of cancellation, delays in existing work, or changes in the
timing and funding of new awards, and may affect the costs of the
Company's projects; (dd) inherent limitations to the Company's
control framework could result in a material misstatement of
financial information, and; (ee) environmental laws and regulations
expose the Company to certain risks, could increase costs and
liabilities and impact demand for the Company's services. The
Company cautions that the foregoing list of factors is not
exhaustive. For more information on risks and uncertainties, and
assumptions that would cause the Company's actual results to differ
from current expectations, please refer to the sections "Risks and
Uncertainties", "How We Analyze and Report Our Results" and
"Critical Accounting Judgments and Key Sources of Estimation
Uncertainty" in the Company's 2014 Management's Discussion and
Analysis, as updated in the Company's First Quarter 2015
Management's Discussion and Analysis.
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 any obligation 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.
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