WSP Global Inc. said it has submitted a revised, non-binding proposal to acquire all outstanding shares of Dutch engineering firm Arcadis N.V. for EUR 51.50 per share, following market speculation and a public statement from Arcadis.
The offer represents a roughly 45.8% premium over Arcadis’ unaffected closing share price, and premiums of 48.1%, 59.0% and 41.6% over its three-, six- and twelve-month volume-weighted average prices.
The proposal follows an earlier bid of EUR 48.50 per share, which Arcadis’ board rejected, citing concerns over strategic fit, cultural fit, deal certainty and other stakeholders’ interests. WSP said it believes its proposal addresses those issues, including governance, integration and the roles of Arcadis’ two largest shareholders, the Lovinklaan Foundation and Katalys.
WSP said a combination would expand its footprint in North America, the UK, Australia and Central Europe, strengthen capabilities in water
Arcadis shareholders would be able to elect cash or WSP stock, subject to proration, with consideration split roughly evenly overall. If Lovinklaan Foundation and Katalys take their consideration entirely in WSP shares, as WSP said it would welcome, other shareholders would receive approximately 65% cash and 35% stock.
WSP said the deal would be accretive to its adjusted net earnings per share by a high single-digit percentage before synergies, rising to the mid-teens percentage once synergies are realized. For its last fiscal year, WSP reported basic earnings per share of $7.38 and adjusted earnings per share of $9.58.
WSP said a combination would expand its footprint in North America, the UK, Australia and Central Europe, strengthen capabilities in water, advanced manufacturing, advisory, digital, and project management, and accelerate AI investment through combined proprietary data and engineering expertise.
The proposal carries no financing condition, and WSP said it intends to maintain its investment-grade credit profile. No definitive agreement has been signed, and WSP said there is no assurance a transaction will be completed.
“We have enormous respect for Arcadis, its remarkable 135-year heritage, its management and talented people, and the longstanding relationship our organizations have built as partners on some of the world’s most important projects,” said WSP CEO Alexandre L’Heureux, adding that WSP hopes to engage Arcadis’ boards “to explore a friendly, recommended transaction.”
WSP said it is prepared to move quickly on due diligence and has invited Arcadis’ Executive Board and Supervisory Board to discuss the proposal. Any deal would remain subject to customary conditions, including a board recommendation, minimum acceptance threshold and regulatory approvals.
