Tetra Tech, Inc. and WYG have announced that Tetra Tech has made an all cash offer to acquire all the outstanding shares of WYG for 55 pence per share, which has been unanimously recommended by the board of WYG.
WYG employs 1,600 staff primarily in the UK and Europe, delivering consulting and engineering solutions for complex projects across key service areas including planning, water and environment, transport, infrastructure, the built environment, architecture, urban design, surveying, asset management, program management, and international development.
The acquisition of WYG expands Tetra Tech’s geographic presence and positions Tetra Tech as a leading global consulting, engineering and program management firm focused on water, environment and infrastructure. In addition, the acquisition enhances Tetra Tech’s business for international development supporting both the European Union and the United Kingdom’s Department for International Development.
“WYG advances our strategy to add firms that support our position as the premier global high-end consulting, engineering, and program management firm”
“WYG advances our strategy to add firms that support our position as the premier global high-end consulting, engineering, and program management firm,” said Dan Batrack, Tetra Tech Chairman and CEO. “WYG’s expertise in infrastructure and program management, as well as water and environmental services, enables us to deliver innovative solutions to support the UK’s infrastructure needs. Together, we will be able to provide an expanded scope of services to our customers and offer our combined staff even greater professional opportunities.”
Jeremy Beeton, WYG Chairman, said, “Becoming part of Tetra Tech brings the benefits of scale and access to broader expertise across highly complementary geographies and client relationships. It also brings the operational infrastructure and financial strength to support WYG’s long-term ambitions, whilst we provide Tetra Tech with a strong platform for growth in the UK and Europe. We believe the combination will provide greater opportunities for our people and our clients as well as offering certainty of immediate value to our shareholders."
The Transaction
The offer will be implemented by a UK Court approved Scheme of Arrangement which is conditional on the satisfactory completion of customary conditions, including the following:
- approval of the Scheme of Arrangement by a majority in number of the WYG shareholders voting at the Court Meeting, representing at least 75 percent of the shares voted at that meeting; and
- receipt of all necessary regulatory approvals.
WYG’s Board of Directors has unanimously recommended that shareholders vote in favor of the Scheme and they have irrevocably committed all shares they own or control. In addition, more than 70 percent of the share capital have indicated their support in favor of the Scheme and transaction with Tetra Tech.
Financial and Legal Advisors
Tetra Tech’s financial advisor is Perella Weinberg Partners and its legal advisor is Hogan Lovells International LLP. WYG’s financial advisor is N+1 Singer and its legal advisor is DLA Piper.
