Blindsided by federal prosecutors' decision to reject a negotiated settlement with the company over corruption charges, SNC-Lavalin Group Inc. is trying to draw ordinary Canadians into its plight as it braces for a multiyear court battle it doesn’t want.
Canada’s biggest engineering firm has taken out advertising in The Globe and Mail and other media outlets to appeal directly to Canadians and highlight its take on recent events that have pummeled its share price. It frames the situation in high-stakes terms, apologizing directly for past ethics breaches, emphasizing its status as a pillar of the economy and saying the matters at hand have national implications that stretch beyond the fate of one corporation.
“This situation could happen to any Canadian firm trying to seek settlement discussion,” SNC-Lavalin’s chief executive Neil Bruce says in an open letter to Canadians. “It is not just about the enormous impact on a Canadian company and all the innocent people dependent on it, including 9,000 Canadian employees, as well as Canadian pensioners, clients and investors. It is not just about numerous business partners, many of which are Canadian small business owners, who form the very backbone of the country’s economy. It is not just about the 10,000 employees across Canada that, through no fault of their own, left our firm since 2012 due to the uncertainty, while our global employee base has doubled in size. This debate is about what is right for this country.”
It is unclear what SNC is hoping to achieve with the advertisements beyond raising awareness of its situation among the general public. It has said it remains open and committed to negotiating a settlement with the prosecutors’ office.
Shares in SNC-Lavalin fell the most in six years on Oct. 10 after the company said the Public Prosecution Service declined to negotiate a remediation agreement to settle outstanding charges of attempted bribery and fraud against it. The agency declined to give a detailed reason for its decision, saying only that the criteria for an agreement have not been met.
SNC-Lavalin seeks to secure such a deal as a way to suspend and eventually stay the charges against it, putting an end to one of the most troubling chapters in the company’s 107-year history. As it stands, the case will now proceed through the courts, with a preliminary hearing scheduled for later this month. SNC is appealing the prosecutors' decision but analysts give the appeal a slim chance of success.
Following intense lobbying by SNC-Lavalin and others, the Trudeau government introduced the remediation agreement system earlier this year as a way for prosecutors to have another tool at their disposal in their effort to address corporate crime. The idea is that a company co-operates with authorities – admitting to certain facts, paying a financial penalty and implementing more rigorous ethics and compliance systems. In exchange, the companies avoid a potentially costly trial or criminal conviction that could harm employees and other third parties who didn’t take part in the alleged offence.
The biggest immediate threat to SNC-Lavalin is that its shares continue to trade at depressed values while the charges linger, which exposes the company to a takeover. Longer term, the prospect of a conviction means the company could be banned from doing work for the federal government for five to 10 years. In that situation, it would almost certainly be forced to lay off workers as its domestic contracts dry up.
“We’ve seen what blacklisting could do to companies,” said analyst Mona Nazir of Laurentian Bank Securities, noting that when engineering firm Dessau’s head count fell by 45 per cent when it was banned from public contracts for five years in Quebec in 2013. “We believe this is just SNC trying to draw public interest and provide information – that the prosecutors' decision is counterintuitive to the remediation legislation and could impact stakeholders, including employees and the government.”
Prosecutors laid rare corruption and fraud charges against SNC in February, 2015, alleging the company paid millions of dollars' worth of bribes to public officials in Libya between 2001 and 2011 to secure government contracts. The charges came despite the fact the company had completely overhauled its senior leadership and put in place what is now among the world’s best ethics and compliance programs.
At the time charges were laid, SNC had assembled a special team to review its options to increase shareholder value, Desjardins Securities analyst Benoit Poirier said. That same team has now mobilized to look at options for a possible “Plan B,” including taking the company private with a strategic partner or winding down operations in Canada completely, Mr. Poirier said in a research note. Through the acquisitions of British-based firms Kentz and WS Atkins, SNC has cut its exposure to Canada to 31 per cent of revenue in 2017 from 66 per cent four years earlier, the analyst estimates.
“The truth is, the events prior to 2012 that led to the federal charges should never have taken place,” Mr. Bruce writes. “The management team at SNC-Lavalin is entirely new and I apologize to all for the shortcomings during that period. In the years since, we have worked tirelessly to achieve excellence in governance and integrity because we want to regain the confidence of all our stakeholders and employees and mostly, that of all Canadians.”
Nicolas Van Praet