Tetra Tech to Acquire WYG to Expand its UK Operations
May 20 2019 - 2:33AM
Business Wire
- Creates market-leading United
Kingdom consulting and engineering firm focused on water,
environment and infrastructure services
- Expands Tetra Tech’s global
leadership in international development
- WYG Board unanimously recommends
Tetra Tech's bid of 55 pence per share
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.
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Jim Wu, Investor RelationsCharlie MacPherson, Media & Public
Relations(626) 470-2844
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