Tetra
Tech, Inc. (NASDAQ: TTEK) and WYG
plc (LSE: WYG) are pleased to announce 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,” 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.
About WYG
WYG
is an award-winning professional services firm operating from more than
30 locations across the UK, Europe, Africa and Asia. WYG helps its
clients create value, protect value, and manage risk. We are the partner
of choice for organizations operating in complex or challenging
environments.
About Tetra Tech
Tetra Tech is a leading provider of high-end consulting and engineering
services for projects worldwide. With more than 18,000 associates
working together, Tetra Tech provides clear solutions to complex
problems in water, environment, infrastructure, resource management,
energy, and international development. We are Leading with Science®
to provide sustainable and resilient solutions for our clients. For more
information about Tetra Tech, please visit tetratech.com,
follow us on Twitter (@TetraTech),
or like us on Facebook.
Any statements made in this release that are not based on historical
fact are forward-looking statements. Any forward-looking statements made
in this release represent management’s best judgment as to what may
occur in the future. However, Tetra Tech’s actual outcome and results
are not guaranteed and are subject to certain risks, uncertainties and
assumptions (“Future Factors”), and may differ materially from what is
expressed. For a description of Future Factors that could cause actual
results to differ materially from such forward-looking statements, see
the discussion under the section “Risk Factors” included in the
Company’s Form 10-K and Form 10-Q filings with the U.S. Securities and
Exchange Commission.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates
or revisions to any forward-looking statements contained in this
Announcement to reflect any changes in the Company’s expectations with
regard thereto or any changes in events, conditions or circumstances on
which any such statement is based.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190519005060/en/