WSP WSP Global Inc

WSP Global Inc. (“WSP” or the “Corporation”) notes the announcement by Tetra Tech UK Holdings Limited (“Tetra Tech Holdings”), a wholly owned subsidiary of Tetra Tech, Inc. (“Tetra Tech”), and RPS Group plc ("RPS") that they have reached agreement on the terms of a recommended cash acquisition by Tetra Tech Holdings (the “Tetra Tech Offer”) for the entire issued and to be issued share capital of RPS.

The RPS directors have withdrawn their recommendation of the proposed cash acquisition of the entire issued and to be issued share capital of RPS by a wholly owned subsidiary of WSP, announced on August 8, 2022, as set out in the scheme document published and sent to RPS shareholders on September 1, 2022 (the “RPS Acquisition”), and will postpone the RPS shareholder meeting to be convened in connection therewith.  

The Corporation is considering its options in respect of the foregoing and a further announcement will be made by WSP in due course.

ABOUT WSPAs one of the world’s leading professional services firms, WSP exists to future-proof our cities and environment. We provide strategic advisory, engineering, and design services to clients in the transportation, infrastructure, environment, building, power, energy, water, mining, and resources sectors. Our 63,000 trusted professionals are united by the common purpose of creating positive, long-lasting impacts on the communities we serve through a culture of innovation, integrity, and inclusion. Sustainability and science permeate our work. WSP derived about half of its $10.3B (CAD) 2021 revenues from clean sources. The Corporation’s shares are listed on the Toronto Stock Exchange (TSX: WSP). To find out more, please visit www.wsp.com.

FORWARD-LOOKING STATEMENTSThis press release contains information or statements that are or may be “forward-looking statements” within the meaning of applicable Canadian securities laws. When used in this press release, the words “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 as they relate to the Corporation, an affiliate of the Corporation or the combined firm following the RPS Acquisition, are intended to identify forward-looking statements. Forward-looking statements in this press release include, without limitation, those information and statements related to the proposed RPS Acquisition and the Tetra Tech Offer. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements since no assurance can be given that they will prove to be correct. These statements are subject to certain risks and uncertainties and are based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements, including risks and uncertainties relating to the following: the possible delay or failure to close the RPS Acquisition; interloper risk (including the Tetra Tech Offer) and other impediments to the completion of the RPS Acquisition on anticipated terms in a timely manner, or at all, including obtaining required shareholder and regulatory approvals and the satisfaction of other conditions to the completion of the RPS Acquisition; the focus of management time and attention on the RPS Acquisition and other disruptions arising from the RPS Acquisition; the ability of management to accelerate the execution of WSP’s key strategic priorities, including those in connection with the RPS Acquisition; WSP’s inability to successfully integrate RPS upon completion of the RPS Acquisition; the potential failure to realize anticipated benefits from the RPS Acquisition; the currency exchange risk and foreign currency exposure related to the purchase price of the RPS Acquisition; WSP’s reliance upon information provided by RPS in connection with the acquisition and publicly available information; risks associated with historical and pro forma financial information; potential undisclosed costs or liabilities associated with the RPS Acquisition; WSP or RPS being adversely impacted during the pendency of the acquisition; and change of control and other factors discussed or referred to in the “Risk Factors” section of WSP’s Management’s Discussion and Analysis for the year ended December 31, 2021, and WSP’s Management’s Discussion and Analysis for the six-month period ended July 2, 2022 (together, the “MD&As”), which are available under WSP’s profile on SEDAR at www.sedar.com. The foregoing list is not exhaustive and other unknown or unpredictable factors could also have a material adverse effect on the performance or results of WSP or RPS.

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.sedar.com. 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.

A number of statements were previously made by WSP relating to the RPS Acquisition, including the attractiveness of the RPS Acquisition from a financial perspective and expected accretion in various financial metrics; expectations regarding anticipated cost savings and synergies and certain expected financial ratios; the strength, complementarity and compatibility of the RPS’s business with WSP’s existing business and teams; other anticipated benefits of the RPS Acquisition and its impact on the Corporation’s delivery of its 2022-2024 Global Strategic Action Plan and its long-term vision. These statements are subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. The uncertainty created by the Tetra Tech Offer has heightened these risks. Given the impact of the changing circumstances surrounding the Tetra Tech Offer and the related response from RPS, there is inherently more uncertainty associated with WSP’s assumptions regarding the satisfaction of closing conditions and completion of the RPS Acquisition.

Not for distribution to U.S. Newswire services or for dissemination in the United States

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

Alain MichaudChief Financial OfficerWSP Global Inc.alain.michaud@wsp.com Phone: 438-843-7317