WSP Global, one of the world's leading professional services firms, announces that it has reached agreements to acquire the entire issued and to be issued share capital of Ricardo plc (“Ricardo”) for 430 pence (the “Offer Price”) per share (the “Acquisition”). The Acquisition underscores WSP's commitment to expanding its footprint in high-growth sectors worldwide.
Headquartered in the United Kingdom, Ricardo is a global consulting firm delivering strategic, advisory, and engineering solutions that intersect the global transport, energy and environment agendas. Operating in over 20 countries, Ricardo is home to approximately 2,700 experts based across Europe, Australia, North America, Asia and the Middle East. Its activities are grouped under two main portfolios:
Future-focused air quality, water management, energy resilience, policy strategy, and advisory services (“EE”) and Rail and Mass Transit (“Rail”) business segments supported by approximately 1,700 professionals; and Automotive and Industrial (“A&I”) and Performance Products (“PP”) business segments, with approximately 1,000 professionals delivering propulsion design and systems engineering services, with niche manufacturing capabilities.
Headquartered in the United Kingdom, Ricardo is a global consulting firm delivering strategic, advisory, and engineering solutions that intersect the global transport, energy and environment agendas
Over the last few years, Ricardo has been reorienting its business to become a leading strategic and engineering consultancy firm, focused on its EE and Rail portfolio. Under WSP’s ownership, Ricardo will continue its ongoing strategic review of the A&I and PP business units. While no firm decisions have been taken, the outcome of the strategic review is likely to result in a sale of the A&I and PP businesses at the appropriate time.
This Acquisition represents an excellent opportunity for WSP to progress its 2025-2027 Global Strategic Action Plan and accelerate its expansion in targeted high-growth areas. Specialized and differentiated, Ricardo’s value-added expertise in rail, air quality, water management, energy resilience, policy strategy, and advisory supplements and elevates WSP’s offering in core market sectors. Geographically, Ricardo matches up well with WSP’s existing footprint and further strengthens its presence in several key markets, including the UK, Australia and the Netherlands.
“The proposed acquisition of Ricardo perfectly aligns with WSP’s vision for sustainable, compounding growth and our clear ambitions to expand in advisory, energy transition, water solutions and the rail sector over the next three years,” expressed Alexandre L’Heureux, President and CEO of WSP. “We are poised to enhance our ability to deliver innovative solutions as we combine our global reach and resources with Ricardo’s complementary expertise. Moreover, the shared entrepreneurial spirit and technical excellence between our teams will position us to create further value for our clients. We look forward to welcoming Ricardo’s talented professionals to WSP and seizing new opportunities with our broadened service offering.”
The Acquisition reflects an enterprise value of approximately £363.1 million (approximately $670 million), which represents a multiple of 10.4x Ricardo’s pre-IFRS 16 underlying EBITDA1 for the 12-month period ended December 31, 2024, based on Ricardo’s continuing operations after the divestment of their defense business and including the full year contribution of their acquisition of E3A Advisory PTY Ltd.
Acquisition and timetable
WSP has reached an agreement with the board of Ricardo on the terms of a recommended cash acquisition pursuant to which a wholly owned subsidiary of WSP will acquire the entire issued and to be issued share capital of Ricardo at the Offer Price, excluding a 19.9% interest in Ricardo which WSP will acquire from Science Group plc at the Offer Price on or around June 16, 2025 pursuant to a share purchase agreement dated as of the date hereof (the “Scheme Acquisition”).
WSP has also received undertakings from each of Ricardo’s directors and some of its major shareholders in respect of a total number of shares representing in the aggregate approximately 45.1% of Ricardo’s issued share capital on June 10, 2025, as well as a letter of intent from a shareholder in respect of a total number of shares representing approximately 3% of Ricardo’s issued share capital on June 10, 2025, to vote in favor of the Scheme Acquisition at the Ricardo shareholder meetings to be convened in connection with the Scheme.
It is intended that the Scheme Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act 2006. The purpose of the Scheme is to provide for WSP to, indirectly, via a wholly owned subsidiary, become the owner of the entire issued and to be issued share capital of Ricardo, other than the shares which WSP will have acquired from Science Group on or around June 16, 2025.
Details of the proposed Scheme Acquisition will be sent to Ricardo shareholders within 28 days of the date of the Announcement (unless the Panel on Takeovers and Mergers under the U.K. City Code on Takeovers and Mergers agrees otherwise). Subject, amongst other things, to the satisfaction or waiver of the conditions, the approval of the Scheme by the Ricardo shareholders, the receipt of applicable regulatory approvals and the Court’s sanction of the Scheme, it is expected that the Acquisition will be completed in Q4 2025.
