The following communication was made by or on behalf of Genesee & Wyoming Inc. on August 6,
2019.
MIRA/PGGM to Acquire GWA
6
August 2019 -
GWA’s parent company Genesee & Wyoming Inc. (G&W) has agreed to be acquired by
Brookfield Infrastructure and GIC in a transaction expected to close by year end or early 2020, subject to customary closing conditions including regulatory approvals. Brookfield Infrastructure and GIC have announced their intention to divest
G&W’s stake in GWA. As a result, existing shareholders Macquarie Infrastructure and Real Assets (MIRA) and PGGM have agreed to assume full ownership of the GWA business concurrent with G&W’s acquisition by Brookfield and GIC.
Funds managed by MIRA, one of the world’s leading alternative asset managers, and PGGM, a leading Dutch pension fund manager, acquired a 49% equity stake
in GWA in 2016. Maintaining ownership of the business among existing shareholders enables the ongoing operation of GWA in line with its current strategy.
The GWA transaction will be funded by equity provided by PGGM, resulting in PGGM significantly increasing its stake in GWA, with MIRA-managed funds owning the
remaining stake under joint governance arrangements. The GWA transaction is subject to G&W’s acquisition by Brookfield Infrastructure and GIC, as well as customary closing conditions including regulatory approvals.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations and businesses of G&W. Some of these statements can be identified by terms and
phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “could,” “should,” “may,” “plan,” “project,”
“predict” and similar expressions. G&W cautions readers of this communication that such “forward looking statements,” including without limitation, those relating to G&W’s future business prospects, revenue, working
capital, liquidity, capital needs, interest costs and income, wherever they occur in this communication or in other statements attributable to G&W, are necessarily estimates reflecting the judgment of G&W’s senior management and involve
a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the “forward looking statements.”
Factors that could cause G&W’s actual results to differ materially from those expressed or implied in such forward-looking statements include, but
are not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for
the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to
disruption of management’s attention from G&W’s ongoing business operations due to the transaction; the effect of the announcement of the proposed merger on G&W’s relationships with its customers, operating results and
business generally; the risk that the proposed merger will not be consummated in a timely manner; exceeding the expected costs of the merger; risks related to the operation of G&W’s railroads; severe weather conditions and other natural
occurrences, which could result in shutdowns, derailments, railroad network and port congestion or other substantial disruption of operations; customer demand and changes in G&W’s operations or loss of important customers; exposure to the
credit risk of customers and counterparties; changes in commodity prices; consummation and integration of acquisitions; economic, political and industry conditions, including employee strikes or work stoppages; retention and contract continuation;
legislative and regulatory developments, including changes in environmental and other laws and