Bird to Acquire Canada’s Largest Marine Infrastructure, Land Foundation and Dredging Company for $82.3 Million; Catalyst for Future Growth

TRANSACTION HIGHLIGHTS

• Builds on Bird’s significant national Infrastructure presence, adding national marine construction and land foundation self-perform capabilities.
• Expected to enhance Bird’s Adjusted EBITDA Margins through focus on complex, specialized projects and self-perform work.
• Supports value creation through anticipated 7% Adjusted EPS accretion on full-year basis with potential for further growth and margin expansion from cross-selling opportunities and other synergies.
• Implied purchase multiple of 4.1x FRPD’s projected full year 2025 Adjusted EBITDA based on an estimated purchase price of $82.3 million, exclusive of future synergies.

MISSISSAUGA, Ontario, Sept. 03, 2025 (GLOBE NEWSWIRE) — Bird Construction Inc. (TSX: BDT) (“Bird” or “the Company”) announced today that it has entered into a definitive share purchase agreement (the “Agreement”) under which Bird will acquire Fraser River Pile & Dredge (“FRPD”) for estimated aggregate consideration of $82.3 million (the “Transaction”). The Transaction, pending relevant regulatory approvals and the satisfaction of other customary closing conditions, is expected to be completed early in the fourth quarter of 2025.

Headquartered in New Westminster, BC, FRPD is Canada’s oldest and largest privately-owned marine construction, land foundation and dredging company with substantial self-perform capabilities. Founded in 1911, FRPD’s experienced workforce of over 300 salaried, hourly and craft personnel have earned a reputation for safety and high quality work while delivering some of the largest construction projects in Western Canada. FRPD’s construction and dredging experience also extends across Canada, with projects ranging from infrastructure support in the North, to dredging and port expansion in Churchill and the St. Lawrence Seaway, and marine environmental remediation in Hamilton Harbour. FRPD maintains a versatile marine and land construction equipment fleet, and has a specialized construction skillset that is well suited to Canada’s growing demand for infrastructure, including nation-building projects that support transportation, trade, defence, and energy requirements.

“FRPD is expected to be a catalyst for future growth, similar to our prior acquisitions. The addition of unique self-perform capabilities to Bird’s already extensive portfolio of operating locations provides Bird with a more comprehensive platform to support larger-scale projects for public and private clients across Canada. FRPD’s marine infrastructure, land foundation and dredging expertise complement Bird’s deep expertise in delivering complex construction projects across our three verticals of Industrial, Infrastructure and Buildings,” stated Teri McKibbon, President and CEO of Bird. “We are honoured to bring together two historic companies who have been foundational in the building of Canada. We look forward to welcoming the highly skilled FRPD team and leadership into Bird, combining our strong corporate cultures and unrelenting focus on safety. Together, the combined business will have access to even larger, more sophisticated projects, supporting Bird’s strategic goals for growth and continued margin accretion.”

“The acquisition by Bird is a pivotal part of FRPD’s nearly 115-year journey, as we combine our service offerings with a company that has been a driving force behind shaping the Canadian landscape for over 100 years,” said Sarah Clark, President and CEO of FRPD. “We look forward to leveraging our combined strengths to create additional opportunities across our respective client bases. FRPD’s culture of high quality delivery and self perform capabilities, augmented by Bird’s extensive resources and complementary services, is a winning combination for the future.”

STRATEGIC HIGHLIGHTS

Adds national marine infrastructure and land foundation expertise: FRPD brings a highly experienced leadership team and skilled workforce with the ability to execute projects of varying size, complexity, and scope.

Increases exposure to key secular tailwinds: Provides catalyst for future growth with combined company positioned to capitalize on opportunities related to the growing demand for infrastructure, including nation-building projects that support port expansion, transportation, trade, defence, and energy requirements.

Anticipated contribution to margin accretion: The combined company will leverage FRPD’s capabilities in higher margin self-perform and marine construction areas, as well as specialized land foundations expertise, to deliver further margin accretion.

Enhances core Infrastructure vertical: Further increases revenue generated by Infrastructure projects, advancing Bird’s strategy to balance its portfolio across its three core verticals, Industrial, Buildings, and Infrastructure, which is Bird’s fastest growing business.

Aligns with M&A criteria: The acquisition supports Bird’s M&A strategy of targeting high-performing, culturally aligned, complementary businesses with strong cross-selling opportunities, new and unique self-perform capabilities, and expanding the Company’s national civil infrastructure vertical.

FINANCIAL HIGHLIGHTS

The estimated cash consideration of $82.3 million is subject to customary purchase price adjustments and will be funded through a new term debt facility negotiated in connection with the acquisition. After the close of the transaction, Bird expects its debt ratios to remain consistent with the Company’s longstanding practice of maintaining low leverage. FRPD will be acquired on a cash-free, debt-free basis.

In connection with the transaction, Bird also amended its Syndicated Credit Facility, extending the maturity date to September 2028. The amendment included the replacement of existing term loan facilities with a new $215.6 million term loan facility that will be used to repay existing term loans, fund the acquisition, and repay a portion of existing non-current revolving debt. Consistent with prior facilities, 10% of the new term loan facility is repayable annually in quarterly instalments.

Following close, the Transaction is expected to be accretive to Bird’s Adjusted Earnings Per Share by approximately 7% on a full-year basis compared to 2025 consensus estimates¹. Accretion may be further enhanced by future synergies including cross-selling opportunities.

On a pro forma basis, FRPD is expected to generate approximately $160 million of revenue and $20 million of Adjusted EBITDA. A strong backlog and pipeline of construction projects, combined with a long-term dredging contract and cross selling opportunities with Bird’s current operations, will support further growth in Adjusted EBITDA beyond the current year.

TRANSACTION APPROVALS

The Transaction is subject to approval under the Competition Act (Canada) and satisfaction of other customary closing conditions. Subject to the satisfaction of these conditions, the Transaction is expected to close early in the fourth quarter of 2025.

INVESTOR CALL

Bird will host an investor call to discuss the Transaction on September 4, 2025 at 9:00 am ET.

• Participants are invited to register for expedited access to the conference call: Registration Link
• Upon registering you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details.
• Attendees are asked to be on the line 10 minutes prior to the start of the call.
• The live webcast will be held at: Webcast Link
• The presentation can be found on our website at: Investor Presentation

ADVISORS

Raymond James Ltd. is acting as exclusive financial advisor to Bird and Osler Hoskin & Harcourt LLP is acting as legal counsel to Bird.

The Toronto Stock Exchange does not accept responsibility for the adequacy or accuracy of this release.

For further information, contact:
T.L. McKibbon, President & CEO or
W.R. Gingrich, CFO
Bird Construction Inc.
5700 Explorer Drive, Suite 400
Mississauga, ON L4W 0C6
Phone: (905) 602-4122

ABOUT BIRD CONSTRUCTION

Bird (TSX: BDT) is a leading Canadian construction and maintenance company operating from coast-to-coast-to-coast. Servicing all of Canada’s major markets through a collaborative, safety-first approach, Bird provides a comprehensive range of construction services, self-perform capabilities, and innovative solutions to the industrial, buildings, and infrastructure markets. For over 100 years, Bird has been a people-focused company with an unwavering commitment to safety and a high level of service that provides long-term value for all stakeholders. www.bird.ca

NON-GAAP MEASURES

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Earnings and Adjusted Earnings Per Share do not have standardized meanings under IFRS and are considered non-GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other companies. Further information on these financial measures can be found in the “Terminology and Non-GAAP & Other Financial Measures” section in Bird’s most recently filed Management’s Discussion & Analysis for the period ended June 30, 2025, prepared as of August 13, 2025.

FORWARD LOOKING INFORMATION

This news release contains forward-looking statements and information (“forward-looking statements”) within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this news release are based on the expectations, estimates and projections of management of Bird as of the date of this news release unless otherwise stated. The use of any of the words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intend”, “continue”, “may”, “will”, “should”, “potential”, “projected”, “estimated”, and similar expressions are intended to identify forward-looking statements and information. More particularly and without limitation, this news release contains forward-looking statements concerning: the completion and timing of the acquisition of FRPD; financing of the acquisition; future opportunities; expectations regarding the impact to Bird’s business, anticipated financial performance of FRPD and its impact to the Company’s operations and financial performance, including the anticipated accretive value to Bird; the future performance of acquired entities; the extent of operational efficiencies and expanded capacity; the Company’s ability to capitalize on opportunities; and Bird’s ability to convert pending backlog to backlog, and the timing of conversions; the potential for synergies.

The estimates and assumptions of the Company contained in this news release, which may prove to be incorrect, include, but are not limited to: that the parties will complete the acquisition in accordance with, and on the timeline contemplated by, the terms and conditions of the relevant agreements, on a basis consistent with Bird’s expectations; the accuracy of management’s assessment of the effects of the successful completion of the proposed transaction; the ability of FRPD to carry on its business consistent with past practice and convert existing backlog to revenue generating projects, consistent with management’s expectations; the effect of the acquisition of FRPD and Bird’s ability to capitalize on opportunities; the successful integration of FRPD’s operations; the availability of financing under the Company’s amended credit facilities; market conditions for civil infrastructure, marine construction and dredging projects; and the ability of the Company and FRPD to maintain their operating margins. Although Bird believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct.

Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Investors are cautioned that forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to the ability of Bird and FRPD to obtain all necessary regulatory and third party approvals and satisfy all other necessary conditions to closing of the Transaction on a timely basis or at all; the failure to realize the anticipated benefits and synergies of the Transaction following completion thereof due to integration or other issues; an inability to complete and draw on the amended credit facilities in accordance with management’s current expectations and the risks associated with the industries in which the Company operates in general such as: estimating costs and schedules/assessing contract risks, ability to hire and retain qualified and capable personnel, availability and performance of subcontractors, design risks, quality assurance and quality control, economy and cyclicality, competitive factors, maintaining safe work sites, ability to secure work, adjustments and cancellations of backlog, joint arrangement risk, acquisition and integration risk, accuracy of cost to complete estimates, completion and performance guarantees, information systems and cyber-security risk, climate change risks and opportunities, litigation/potential litigation, ethics and reputational risk, global pandemics, potential for non-payment, access to capital, access to surety support and other contract security, work stoppages, strikes and lockouts, compliance with environmental laws, insurance risk, and internal and disclosure controls.

Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of the parties, and the combined company are included in reports on file with applicable securities regulatory authorities, including but not limited to; Bird’s Annual Information Form and Management’s Discussion and Analysis for the year ended December 31, 2024, each of which may be accessed on Bird’s SEDAR+ profile, at www.sedarplus.ca and on the Company’s website at www.bird.ca.

The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as, and to the extent required by applicable securities laws.

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^{¹ Consensus estimates as at August 18, 2025}