• Canadian Standards Association to move forward as a standalone not-for-profit organization with a stronger financial foundation dedicated to its public-benefit standards mandate
  
  
• Testing, Inspection and Certification (TIC) business to join Kiwa Group, a global organization positioned to lead in an increasingly competitive international market
  
  
• Transaction follows a comprehensive strategic process in respect of the TIC business, including a robust competitive process
  
  
• Member vote and regulatory approvals required before transaction proceeds, in addition to other customary conditions to closing

TORONTO, Aug. 28, 2026 /CNW/ -- CSA Group today announced an agreement to sell the CSA Group's Testing, Inspection and Certification (TIC) business to Kiwa Group for cash proceeds of approximately C$2.1 billion, subject to customary adjustments for cash, indebtedness, working capital and similar matters.

CSA Group consists of the Canadian Standards Association, a not-for-profit organization, and the TIC business, a large commercial subsidiary. This transaction allows each to focus on their distinct mandates and objectives. Proceeds from the transaction will give the standalone Canadian Standards Association a stronger financial foundation dedicated entirely to its public-benefit mission. Under the ownership of Kiwa Group, the TIC business will be well-positioned to compete in an increasingly global market.

"After a rigorous and thorough review of our strategic options for the TIC business, the Board of Directors is confident this is the right path for CSA Group," said Jane Peverett, Chair of the Board of Directors. "The proposed transaction honours our obligation to protect the standards mandate that has served Canadians for over a century, while equipping the TIC business with a capable steward in Kiwa Group. This is an outcome that, we believe, strengthens both organizations, which is why the Board is recommending it to our membership."

"What convinced us was the strong fit between CSA TIC and Kiwa Group. This is the kind of organization we know well, with deep technical expertise, long-standing customer relationships and a trusted mark. Kiwa began in 1948 as a public-interest institute in the Netherlands, so CSA's heritage is familiar to us. Both organizations were founded to serve the public interest and have developed cultures rooted in shared values. That is what our colleagues and customers will recognize in one another. We intend to build on the foundation CSA has created," said Luc Leroy, CEO of Kiwa Group.

Following completion of the transaction, the Canadian Standards Association will continue to operate as a member-based, not-for-profit organization focused on their standards mandate to improve safety, health and sustainability across Canada and around the world. Its governance structure, including its current Board of Directors, membership model, and standards development processes remain unchanged. Proceeds from the sale will be placed in a newly-formed, dedicated legal entity that is wholly-owned by, but governed separately from, the Canadian Standards Association; and which will serve as a diversified, lower-risk source of funding for the standards activities of the Canadian Standards Association, alongside continued member, government, and industry funding support.

The TIC business originated as a small, adjacent activity supporting the Canadian Standards Association's work. Over time, it has grown into a large and complex commercial operation serving clients globally. The transaction reflects a deliberate decision to unlock the full potential of both organizations. Kiwa Group has committed to maintaining the TIC business' Canadian headquarters, continuity of employee pensions, and support TIC's long-term success.

Leadership

In connection with the completion of the transaction, CSA Group's current President and Chief Executive Officer, David Weinstein, will remain with the TIC business, and the Board plans to appoint Mary Cianchetti, currently CSA Group's President of Standards, as President and Chief Executive Officer of the Canadian Standards Association, with a mandate built around standards excellence and stakeholder service.

"This transaction is about helping to better secure the future of something that matters deeply to Canadians," said David Weinstein. "The Canadian Standards Association will have greater financial stability on which to continue pursuing its mission, and the TIC business joins the Kiwa Group, a global organization who we trust will help it to grow. I am proud of what this team has built, and I will ensure the transition serves both organizations well."

"Strengthening the financial security of the Canadian Standards Association while keeping its mission firmly at the center of focus is exactly what this transaction delivers," said Mary Cianchetti. "This is an important moment for everyone who has dedicated themselves to this mission. I am honoured to lead the Canadian Standards Association into its next chapter."

Transaction Details

The transaction involves the sale of the TIC business by the Canadian Standards Association to the Kiwa Group and will require approval of at least 66 2/3% of the votes cast by members of the Canadian Standards Association at a special meeting of members. The meeting is expected to be held in early October 2026.

The Canadian Standards Association's Board is unanimously recommending that members vote in favor of the transaction. The recommendation follows the unanimous recommendation of a special committee of the Board, comprised solely of independent directors, that was formed in connection with the strategic process in respect of the TIC business (the Special Committee).

The transaction is also subject to regulatory approvals and other customary closing conditions. The transaction is not subject to any financing condition and, assuming the timely receipt of all required regulatory approvals, is expected to close in the fourth quarter of 2026.

The definitive agreement includes customary terms and conditions, including a non-solicitation covenant on the part of the Canadian Standards Association, which is subject to "fiduciary out" provisions that enable the Canadian Standards Association to terminate the agreement in customary circumstances, subject to Kiwa Group having a right to match any third-party superior proposal. A customary termination fee is payable by the Canadian Standards Association to Kiwa Group where the Canadian Standards Association terminates the agreement pursuant to the "fiduciary out" provisions, and the Canadian Standards Association has agreed to reimburse the Buyer for certain out-of-pocket expenses in the event the agreement is terminated as a result of a failure to obtain member approval.

Board and Special Committee Recommendation

In arriving at its unanimous recommendation in favour of the transaction, the Special Committee considered several factors, including, among other things, the terms of the transaction and definitive agreement and the fairness opinion of Jefferies Securities, Inc. delivered to the Special Committee and the Board of Directors of the Canadian Standards Association to the effect that, as of the date thereof and subject to the assumptions, limitations, qualifications and other matters addressed therein, the consideration to be received by the Canadian Standards Association pursuant to the transaction is fair, from a financial point of view, to the Canadian Standards Association.

After receiving the unanimous recommendation of the Special Committee, and taking into account several factors, including the fairness opinion, the Board unanimously determined that the transaction is in the best interests of the Canadian Standards Association and unanimously recommends that members vote in favor of the transaction.

Additional details regarding the transaction, including a summary of the definitive agreement, the rationale for the recommendations made by the Special Committee and the Board and a copy of the written fairness opinion addressed to the Special Committee and the Board will be included in the information package and other meeting materials to be made available to members in connection with the special meeting to approve the transaction. The information package and other meeting materials are expected to be sent to members in the first half of September.

Advisors

Jefferies Securities, Inc. is acting as exclusive financial advisor to the Canadian Standards Association, and Stikeman Elliott LLP and Freshfields LLP are serving as legal advisors to the Canadian Standards Association.

BofA Securities is acting as exclusive financial advisor to Kiwa N.V., and Eversheds Sutherland LLP and Borden Ladner Gervais LLP are serving as legal advisors to Kiwa N.V.

About CSA Group

CSA Group is a global organization dedicated to safety, social good, and sustainability. We are a leader in North American standards development and in product testing, inspection and certification around the world. Our mandate is to hold the future to a higher standard.

For more information, visit csagroup.org.

About Kiwa Group

Kiwa Group | Testing, Inspection and Certification (TIC)

Kiwa Group is committed to a safer and more sustainable world by offering testing, inspection, certification, training, consultancy and data services. In doing so, Kiwa Group creates trust in the quality, safety, health and sustainability of its customers' products, services, processes, (management) systems and employees. Founded in 1948 as a public-interest institute by the Dutch drinking water companies, Kiwa Group is headquartered in the Netherlands and today employs over 12,000 colleagues with offices in more than 40 countries across Europe, Asia, the Americas and Oceania. Kiwa Group is part of SHV, a privately held Dutch family company founded in 1896.

For more information, visit: kiwa.com

SOURCE CSA Group