LONDON, UK: WSP Holdings, or another wholly-owned subsidiary of WSP Global, will acquire the entire issued and to be issued share capital of RPS Group, a global professional services firm of consultants and service providers, headquartered in Abingdon, Oxfordshire.

Under the terms of the acquisition, RPS shareholders will be entitled to receive 206 pence in cash, for each RPS Share held. The acquisition values the entire issued and to be issued share capital of RPS at approximately £591.1 million.

The acquisition represents a multiple of approximately 14.9x the RPS Group’s Last 12 Months’ pre-IFRS 16 Adjusted EBITDA as at 30 June 2022 or 10.1x the RPS Group’s estimated Last 12 Months’ pre-IFRS 16 Adjusted EBITDA as at 30 June 2022 once the full benefit of expected synergies are taken into account.

WSP Global and WSP Holdings are constrained under UK regulations from publishing forward-looking multiples in the absence of a Reporting Accountant’s report to support such a statement, as it would typically seek to do when announcing an acquisition.

However, WSP Global and WSP Holdings note the trading update published on 24 June 2022 by RPS which confirmed that following the strong performance in the first half of 2022 and the growing contracted order book RPS expected the momentum to continue in the second half of 2022.

The acquisition is also expected to be immediately accretive to the WSP Group’s adjusted net earnings.

Commenting on the acquisition, Ken Lever, Chairman of RPS, said: “The RPS Directors believe that RPS has a clear strategy and is strongly positioned for the future, underpinned by favourable trends in its end markets and the benefits that are starting to flow from investments in RPS’ talent programme, brand, marketing strategy and technology initiatives.

However, this is a compelling offer from WSP which fully values the business and its future prospects. It represents a highly attractive premium to recent trading levels and provides certain value in cash today for RPS Shareholders. The RPS Directors also believe that the Acquisition will provide career opportunities for our employees within the enlarged WSP Group as well as access to a comprehensive and expanded service offering for our clients.”

Commenting on the acquisition, Alexandre J. L’Heureux, President and CEO of WSP Global, said: “Combining the capabilities of the RPS Group and the WSP Group is strategically compelling and will allow us to leverage our collective know-how and provide a broader range of complementary services to our clients while building a world-class ESG advisory business. We are looking forward to welcoming the RPS Group’s talented employees and believe they will benefit from the expanded career and development opportunities this acquisition will bring the employees of both firms.”

Founded in 1970 and built on a legacy of environmental and social engagement, RPS is a diversified and well-recognised global professional services firm of approximately 5,000 talented employees including consultants, designers, planners, engineers, and technical specialists.

As an established, technology enabled consultancy that operates across a range of sectors, RPS provides specialist services to government and private sector clients with a focus on front-end consulting.

RPS creates shared value for all stakeholders by solving problems that matter in a complex, urbanising, resource-scarce world and concentrates its expertise on the parts of project lifecycles that have the biggest impact on project outcomes, with a strong sustainability agenda.

The RPS Group has been widely recognised in this respect, having been highly ranked for climate change and energy consulting by the Environment Analysis for 2019/2020, a top 200 environmental firm by Engineering News-Record in 2021 and recognised in 2021 as one of the first “carbon champions” by the Institution of Civil Engineers. The RPS Shares are listed on the Official List of the London Stock Exchange.