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.
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.
For further details regarding this announcement, readers are referred to the firm offer announcement in respect of the Acquisition (the “Announcement”) previously released in the United Kingdom on the date hereof in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers and which can be found on WSP’s website at www.wsp.com/investors. This press release should be read in conjunction with, and is subject to, the full text of the Announcement.
1) Ricardo’s pre-IFRS 16 underlying EBITDA means earnings before finance expense, income tax expense, depreciation and amortization, and includes rent expense and the benefit of major restructuring programs, but excludes significant costs (such as acquisition-related expenditures, reorganization costs and other specific adjusting items).
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.
ACQUISITION FINANCING
Concurrently with the announcement of the Acquisition, WSP has obtained a fully committed “certain funds” £230 million term loan facility (the “New Credit Facility”) (approximately $425 million). The remaining portion of the cash consideration for the Acquisition will be financed through cash on hand and existing credit facilities.
Royal Bank of Canada is acting as lead arranger and sole bookrunner with respect to the New Credit Facility. The New Credit Facility is designed to ensure compliance with the “certain funds” requirements from announcement of the Scheme Acquisition under the UK City Code on Takeovers and Mergers.
FINANCIAL AND LEGAL ADVISORS
RBC Capital Markets is acting as financial advisor to WSP on the Acquisition. Legal advice is being provided to WSP by Linklaters LLP internationally.
FORWARD-LOOKING STATEMENTS
In addition to disclosure of historical information, WSP may make or provide statements or information in this press release that are not based on historical or current facts and which are considered to be forward-looking information or forward-looking statements (collectively, “forward-looking statements”) under Canadian securities laws. These forward-looking statements relate to future events or future performance and reflect the expectations of management of WSP (“Management”) regarding, without limitation, the growth, results of operations, performance and business prospects and opportunities of WSP or the trends affecting its industry.
Forward-looking statements in this press release include, without limitation, statements about the pending Acquisition by WSP of Ricardo; the conditions precedent to the closing of the Scheme Acquisition; the expected closing date of the Scheme Acquisition; the New Credit Facility; the acquisition of shares from Science Group plc and the timing thereof; the attractiveness of the Acquisition from a financial and strategic perspective; the result of the strategic review of the A&I and PP businesses and the likely outcome of a sale of those business units; other anticipated benefits of the Acquisition and their expected impact on WSP’s delivery of its strategic plan and its long-term vision, future growth, results of operations, performance, business, prospects and opportunities, WSP’s business outlook, objectives, development, plans, growth strategies and other strategic priorities, and WSP’s leadership position in its markets; and statements relating to WSP’s future growth, results of operations, performance business, prospects and opportunities. Forward-looking statements can typically be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “forecast”, “project”, “intend”, “target”, “potential”, “continue” or the negative of these terms or terminology of a similar nature. Such forward-looking statements reflect current beliefs of Management and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. While WSP considers these factors and assumptions to be reasonable based on information available as at the date of this press release, actual events or results could differ materially from the results, predictions, forecasts, conclusions or projections expressed or implied in the forward-looking statements.
Forward-looking statements made by WSP are based on a number of assumptions believed by WSP to be reasonable as at the date of this press release, including assumptions about the satisfaction of all closing conditions; the expected timing of completion of the Acquisition and the conditions precedent to the closing of the Scheme Acquisition (including the approval of the Scheme by the Ricardo shareholders, the receipt of applicable regulatory approvals and the Court’s sanction of the Scheme); WSP’s ability to retain and attract new business, achieve synergies and maintain market positions arising from successful integration plans relating to the Acquisition; WSP’s ability to otherwise complete the integration of Ricardo within anticipated time periods and at expected cost levels; WSP’s ability to attract and retain key employees in connection with the Acquisition; Management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition and resulting impact on growth and various other financial metrics; Management’s expectations in relation to the future performance and economic conditions and other factors in relation to Ricardo; the realization of the expected strategic, financial and other benefits of the Acquisition in the timeframe anticipated; the accuracy and completeness of the information (including financial information) provided by Ricardo and publicly available information; the absence of significant undisclosed costs or liabilities associated with the Acquisition; WSP or Ricardo being adversely impacted during the pendency of the Acquisition; and other factors discussed or referred to in the “Risk Factors” section of WSP’s Management’s Discussion and Analysis for the fourth quarter and year ended December 31, 2024 (the “2024 MD&A”), and WSP’s Management’s Discussion and Analysis for the three-month period ended March 29, 2025 (the “Q1 2025 MD&A” and together with the 2024 MD&A, the “MD&As”) and filed on SEDAR+ at www.sedarplus.ca. If any of these assumptions prove to be inaccurate, WSP’s actual results could differ materially from those expressed or implied in forward-looking statements.
WSP’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. For additional information on this cautionary note regarding forward-looking statements as well as a description of the relevant assumptions and risk factors likely to affect WSP’s actual or projected results, reference is made to the MD&As, which are available on SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this press release are made as of the date hereof and except as required under applicable securities laws, WSP does not undertake to update or revise these forward-looking statements, whether written or verbal, that may be made from time to time by itself or on its behalf, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified by these cautionary statements, as well as other risks detailed from time to time in reports filed by the Corporation with securities regulators or securities commissions or other documents that the Corporation makes public, which may cause events or results to differ materially from the results expressed or implied in any forward-looking statement. As such, there can be no assurance that actual results will be consistent with forward-looking statements.
About WSP
WSP is one of the world’s leading professional services firms, uniting its engineering, advisory and science-based expertise to shape communities to advance humanity. From local beginnings to a globe-spanning presence today, WSP operates in over 50 countries and employs approximately 73,000 professionals, known as Visioneers. Together they pioneer solutions and deliver innovative projects in the transportation, infrastructure, environment, building, energy, water, and mining and metals sectors. WSP is publicly listed on the Toronto Stock Exchange (TSX:WSP).
About Ricardo
Ricardo plc is a global strategic, environmental, and engineering consulting company, listed on the London Stock Exchange. With over 110 years of engineering excellence and approximately 2,700 employees in more than 20 countries, Ricardo provides exceptional levels of expertise in delivering innovative cross-sector sustainable outcomes to support energy transition and environmental services, together with safe and smart mobility. Its global team of consultants, environmental specialists, engineers, and scientists support our customers to solve the most complex and dynamic challenges to help achieve a safe and sustainable world.
All dollar figures in this press release are Canadian dollars unless otherwise indicated. Where financial information of Ricardo has been converted from British pounds sterling to Canadian dollars for purposes of comparison to and combination with, financial information of WSP, British pounds sterling have been converted to Canadian dollars at an exchange rate of $1.8462 Canadian dollars per £1.00.
