Mr. Alexandre L'Heureux reports

WSP TO ACQUIRE RICARDO, A GLOBAL STRATEGIC AND ENGINEERING CONSULTANCY FIRM

WSP Global Inc. has reached agreements to acquire the entire issued and to-be-issued share capital of Ricardo PLC for 4.3 British pounds per share. This acquisition underscores WSP's commitment to expanding its footprint in high-growth sectors worldwide.

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;
• 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 continuing 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 United Kingdom, 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 chief executive officer 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 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 British pounds (approximately $670-million), which represents a multiple of 10.4 times Ricardo's pre-IFRS 16 underlying EBITDA (earnings before interest, taxes, depreciation and amortization) for the 12-month period ended Dec. 31, 2024, based on Ricardo's continuing operations after the divestment of its defence business and including the full-year contribution of its 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 previously released in the United Kingdom on the date hereof in accordance with Rule 2.7 of the U.K. City Code on Takeovers and Mergers and which can be found on WSP's website. This press release should be read in conjunction with and is subject to the full text of the announcement.

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-per-cent 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.

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 per cent 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 per cent of Ricardo's issued share capital on June 10, 2025, to vote in favour 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 under Part 26 of the U.K. Companies Act 2006. The purpose of the scheme is to provide for WSP to, indirectly, through 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-British-pound term loan 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 the announcement of the scheme acquisition under the U.K. City Code on Takeovers and Mergers.

Financial and legal advisers

RBC Capital Markets is acting as financial adviser to WSP on the acquisition. Legal advice is being provided to WSP by Linklaters LLP internationally.

About WSP Global Inc.

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 (symbol: WSP).

About Ricardo PLC

Ricardo 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 Ricardo's 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 to Canadian dollars for purposes of comparison with and combination with, financial information of WSP, British pounds have been converted to Canadian dollars at an exchange rate of $1.8462 per British pound.

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