• WSP submitted an indicative non-binding proposal to acquire all issued and outstanding shares in the capital of Arcadis on July 23, 2026
• Intended offer consideration of EUR 51.50 per ordinary share (cum dividend)
• A combination of WSP and Arcadis, if completed, would be accretive and yield significant synergies and operational leverage opportunities: expected to be high single digit percentage accretive before any synergies¹² and mid-teens percentage accretive to WSP’s adjusted net earnings per share¹ once synergies are realized¹² (for the financial year ended December 31, 2025, basic net earnings per share attributable to shareholders was $7.38 and adjusted net earnings per share was $9.58). Furthermore, the combination is also geographic, data, domain expertise, client and capability accretive
• Offer consideration represents a fair and highly attractive value to Arcadis shareholders, implying a premium of 45.8% over the unaffected closing price per share of EUR 35.32 on July 22, and 48.1% over the 3-month VWAP, 59.0% over the 6-month VWAP and 41.6% over the 12-month VWAP
• Arcadis shareholders would be provided with the flexibility to elect for immediate certainty of value through cash consideration, and/or to elect WSP stock and participate in the future value creation of the combined business. The overall consideration would be approximately half shares and half cash
• WSP would welcome the Lovinklaan Foundation and Katalys as important reference shareholders. WSP deeply respects the goals and responsibilities of the Lovinklaan Foundation and Katalys and is committed to a similar role in the combined organization. Under the assumption that Lovinklaan Foundation and Katalys elect to receive only WSP shares, the non-foundation Arcadis shareholders will receive approximately 65% in cash and 35% in WSP shares as consideration.
• Opportunity to significantly accelerate technological innovation, including investments in AI, at an entirely new scale. Together, WSP and Arcadis will have more proprietary data, more engineering knowledge, and access to more clients
• The combination, if completed, would unite two highly complementary firms creating a global champion with significantly expanded presence in North America, the United Kingdom, Australia, and Central Europe
• The combination, if completed, would result in significantly enhanced capabilities across high growth verticals including water, advanced manufacturing (including, but not limited to, data centres, pharmaceuticals, and semiconductors), advisory, digital, and program and project management, in line with WSP’s 2025-2027 Global Strategic Action Plan
• This combination, if completed, would also bring enhanced scale, diversification and resilience to the benefit of all stakeholders, including employees, shareholders, clients, partners and the communities in which WSP operates
• WSP’s proposal is not contingent on any financing condition, and WSP intends to maintain its continued balance sheet strength and strong investment grade profile
• Indicative proposal reflects a revised improved proposal following WSP’s earlier proposal shared with Arcadis on July 1, 2026, which was rejected by Arcadis
• WSP has provided its proposal to the Executive Board and the Supervisory Board of Arcadis, and has invited them to discuss such proposals with a view to reaching a friendly, recommended transaction
  

_{¹ Non-IFRS financial measure or non-IFRS financial ratio that is forward-looking, without a standardized definition under IFRS, which may not be comparable to similar measures or ratios used by other issuers. Please refer to the “Non-IFRS and Other Financial Measures” and "Forward-Looking Statements" disclaimers below.
² WSP’s assessment of potential synergy opportunities is primarily based on its own outside-in perspectives, previous acquisition experience and publicly available information and may differ materially from its expectations.}

MONTREAL, July 24, 2026 (GLOBE NEWSWIRE) -- WSP Global Inc. (TSX: WSP) (“WSP”) confirms, following the recent market speculation and the Arcadis press release on July 24^th, that it has made an indicative proposal to the Executive Board and Supervisory Board of Arcadis N.V. (“Arcadis”) setting out in detail its views on the rationale and benefits of combining Arcadis and WSP by way of a friendly, recommended public offer for the entire issued and outstanding ordinary share capital of Arcadis for a consideration of EUR 51.50 per ordinary Arcadis share.

This proposal follows several interactions and discussions between Arcadis’ and WSP’s Chairmen and CEOs over the last six months. In addition, on July 1^st, WSP submitted an initial non-binding indicative proposal to Arcadis to acquire all issued and outstanding shares for a consideration of EUR 48.50 per share. Such proposal was subsequently rejected by Arcadis on July 14^th.

A definitive agreement has not been entered into, and any potential transaction remains subject to an agreement on terms between WSP and Arcadis. There can be no assurance that a transaction will be concluded and that the conditions to which it may be subject would be met.

WSP has noted Arcadis’ observations in its press release of July 24^th, and in its letter rejecting WSP’s initial proposal on July 14^th, that the initial proposal did not address concerns regarding strategic fit, cultural fit, deal certainty and other stakeholders’ interests. WSP believes that the initial proposal addressed these matters, and other elements including, but not limited to, strategic rationale, governance, integration, non-financial covenants and the roles of the Lovinklaan Foundation and Katalys, in detail. WSP sought to clarify these concerns by seeking constructive engagement with Arcadis on these topics.

To date, the Boards of Arcadis have not accepted WSP’s multiple invitations to discuss the proposals and negotiate a friendly, recommended transaction. WSP re-iterates its invitation to the Boards of Arcadis to discuss its latest proposal and address any remaining concerns through constructive engagement.

Further details of the proposal
The indicative proposal envisages an offer consideration of EUR 51.50 (cum dividend) per ordinary Arcadis share, representing:

• a premium of approximately 45.8% over the unaffected share price of EUR 35.32 per ordinary share on July 22, 2026
• a premium of approximately 48.1% relative to the 3-month VWAP of EUR 34.77 per ordinary share on July 22, 2026
• a premium of approximately 59.0% over the 6-month VWAP of EUR 32.38 per ordinary share on July 22, 2026
• a premium of approximately 41.6% relative to the 12-month VWAP of EUR 36.36 per ordinary share on July 22, 2026

Under the indicative proposal, Arcadis shareholders would have the ability to elect to receive their preference of cash or WSP shares, subject to proration mechanics if either election is oversubscribed. The consideration would be approximately half cash and half WSP shares overall. Arcadis shareholders electing the share component would have the opportunity to participate in the future upside of the combined company. The transaction is expected to be high single digit percentage accretive¹² before synergies and mid-teens percentage accretive to WSP’s adjusted net earnings per share¹ once synergies and operational leverage opportunities are realized¹² (for the financial year ended December 31, 2025, basic net earnings per share attributable to shareholders was $7.38 and adjusted net earnings per share was $9.58).Furthermore, the combination is also geographic, data, domain expertise, client, and capability accretive.

WSP would welcome the Lovinklaan Foundation and Katalys to become among its leading shareholders. WSP deeply respects the goals and responsibilities of the Lovinklaan Foundation and Katalys and is committed to a similar role across the combined organization. Under the assumption that the Lovinklaan Foundation and Katalys elect to receive only WSP shares, the non-foundation shareholders will receive approximately 65% cash and 35% WSP shares as consideration, subject to proration mechanics as described above.

WSP’s proposal is not contingent on any financing condition and would provide Arcadis shareholders with an attractive value. WSP has maintained one of the strongest balance sheets in the industry, reflected by its investment grade credit rating. WSP is expected to retain a strong balance sheet and a strong investment grade profile following completion of a transaction on the terms set out in the indicative proposal.

Stronger businesses together
WSP believes the proposal represents a unique and highly compelling opportunity to bring together two complementary businesses at a pivotal moment for the engineering industry, enhance client delivery capabilities, and strengthen the combined platform’s scale, diversification and resilience.

The AI-driven transformation reshaping the world will reward global firms with the deepest expertise and broadest global platforms. The engineering industry will be amplified by AI and WSP, together with Arcadis, will be well positioned to lead the transformation. The combination with Arcadis would create greater combined intellectual capital and accelerate technological innovation with more proprietary project data; more engineering knowledge; more opportunities and ultimately better outcomes for WSP and Arcadis stakeholders.

A combination with WSP would derisk Arcadis’ standalone strategic and operational improvement plans, and would accelerate Arcadis’ strategic objectives across its stated goals, including scale, growth, digital, innovation, client centricity, sustainability and financial profile. WSP believes a combination of Arcadis and WSP is in the best interests of Arcadis and would be financially and strategically compelling and beneficial to Arcadis’ stakeholders, with expected benefits including:

• Strengthening the combined platform by creating scale, diversification and resilience across geographies and end-markets;
• Enhancing the value proposition to clients through deeper, more efficient and more comprehensive solutions, unlocking significant revenue acceleration opportunities;
• Unlocking cross-selling opportunities across the combined client base, benefiting from complementary capabilities across practice areas;
• Accelerating AI and digital capabilities through combining complementary technology investments and AI-enabled delivery platforms;
• Significant operating leverage and synergies driving greater efficiency and enabling reinvestment in talent, technology and growth;
• Creating an employer of choice with improved career development, mobility and learning opportunities and an enhanced talent proposition; and
• WSP would welcome the Lovinklaan Foundation to continue and expand its important role as significant shareholder in the combination, extending its programs and initiatives across all c.120,000 employees
  

Alexandre L'Heureux, CEO of WSP:

“We have enormous respect for Arcadis, its remarkable 135-year heritage, its management and talented people, and the longstanding relationship our organizations have built as partners on some of the world’s most important projects. We believe that bringing WSP and Arcadis together would create a uniquely strong global platform, better equipped to meet evolving client needs, accelerate innovation and AI adoption through proprietary project data and intellectual capital, invest in talent, and deliver sustainable long-term value for shareholders, employees, clients and communities alike. As our industry is changing, with increasing complexity and accelerating consolidation, we believe the time is right to unite two highly complementary organizations with shared values, cultures and ambitions. We are approaching this opportunity in a spirit of partnership and respect and are excited about the opportunity to onboard Arcadians on this exciting journey together. We look forward to engaging constructively with the Boards of Arcadis to explore a friendly, recommended transaction that unlocks the full potential of our combined future.”

WSP is ready to move swiftly and is positioned to complete confirmatory due diligence within a short period of time after having been granted access to requested information, in parallel with the negotiation of a merger agreement consistent with public takeover practice in the Netherlands. WSP expects such merger agreement to be customary for transactions of this nature, in particular with respect to non-financial covenants relating to employees, governance, strategy and organizational setup, clients, partners, the Arcadis identity and brand, and ESG and CSR. WSP has made a detailed and specific proposal to the Arcadis Boards in this context.

The proposed transaction would be subject to customary pre-offer and offer conditions precedent for a transaction of this nature, including but not limited to, the recommendation by the Executive Board and Supervisory Board, a minimum acceptance level and customary regulatory conditions.

Further announcements will be made if and when appropriate or required.

About WSP

WSP is one of the world’s leading engineering, science and infrastructure solutions 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 83,000 professionals, known as Visioneers. Together, they pioneer solutions and deliver innovative projects in the transportation, infrastructure, environment, building, energy, water, mining, and metals sectors. WSP is publicly listed on the Toronto Stock Exchange (TSX:WSP).

Forward-Looking Statements

Certain information contained in this press release is not based on historical or current facts and may constitute forward-looking statements or forward-looking information (collectively, “forward-looking statements”) under Canadian securities laws. Forward-looking statements may include estimates, plans, strategic ambitions, objectives, expectations, opinions, forecasts, projections, guidance, outlook or other statements that are not statements of fact, including references to assumptions.

Forward-looking statements made by WSP in this document include, without limitation, statements about the potential transaction with Arcadis, the benefits, synergies and opportunities of such potential transaction; the entering into of a definitive agreement with Arcadis in respect of the potential transaction; the conditions precedent to which the potential transaction would be subject; available liquidities, the attractiveness of the potential transaction from a financial perspective and expected accretion in various financial metrics (including estimated accretion); expectations regarding anticipated synergies; the strength, complementarity and compatibility of Arcadis’ business with WSP’s existing business and teams; other anticipated benefits of the potential transaction and their expected impact on WSP’s delivery of its strategic plan and its long-term vision, future growth, results of operations, financial performance, business, prospects and opportunities, WSP’s business outlook, objectives, development, plans, integration, 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, financial performance, business, prospects and opportunities, the expected synergies to be realized and certain expected financial ratios and other statements that are not historical facts.

Forward-looking statements made by WSP are based on a number of assumptions believed by WSP to be reasonable as at the date hereof, including assumptions set out through this document and including, without limitation, principal assumptions about whether the potential transaction will be approved by the Executive Board and the Supervisory Board of Arcadis, whether any definitive agreement will be successfully negotiated and executed in connection with the potential transaction, whether the potential transaction or any other transaction will be consummated, the possibility for the potential transaction, even if a definitive agreement is entered into, not to be completed on the terms or conditions, or on the timing, contemplated thereby, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, the minimum acceptance level from shareholders for the potential transaction and other conditions (including the receipt of any regulatory approvals) to the closing of the potential transaction or for other reasons; WSP’s ability to retain and attract new business, achieve synergies and maintain market position arising from successful integration plans relating to the potential transaction; WSP’s ability to complete the integration of Arcadis within anticipated time periods and at expected cost levels; WSP’s ability to attract and retain key employees in connection with the potential transaction; Management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the potential transaction and resulting impact on growth and accretion in various financial metrics; Management’s expectations in relation to the future performance and economic conditions and other factors in relation to Arcadis; the realization of the expected strategic, financial and other benefits of the potential transaction in the timeframe anticipated; as well as the assumptions underlying the 2025-2027 Global Strategic Action Plan issued on February 12, 2025 and the 2026 financial outlook set out in WSP's press releases dated February 25, 2026 and May 6, 2026.

To the extent any forward-looking statement in this press release constitutes financial outlook or future-oriented financial information within the meaning of applicable Canadian securities laws, such information is intended to provide investors with information regarding WSP, including WSP’s assessment of future financial plans, and may not be appropriate for other purposes. Financial outlook (including assumptions about future events, including economic conditions and proposed courses of action, based on WSP’s assessment of the relevant information currently available), as with forward-looking statements generally, is based on current estimates, expectations and assumptions and is subject to inherent risks and uncertainties and other factors.

Although WSP believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. In evaluating these forward-looking statements, investors should specifically consider various risk factors, which, if realized, could cause WSP's actual results or events to differ materially from those expressed or implied in forward-looking statements. Such risk factors include, but are not limited to, failure to implement sufficient corporate and business initiatives; increases in real estate costs; the deterioration of our financial position or net cash position; our working capital requirements; our accounts receivable; our increased indebtedness and raising capital; the impairment of long-lived assets; our foreign currency exposure; our income taxes; as well as other risks detailed from time to time in reports filed by WSP with securities regulators or securities commissions or other documents that WSP makes public, which may cause actual results or events to differ materially from the results expressed or implied in any forward-looking statement.

These and other risk factors that could cause actual results or events to differ materially from our expectations expressed in, or implied by, our forward-looking statements are discussed in greater detail in section 20, “Risk Factors” of WSP’s MD&A for the fourth quarter and year ended December 31, 2025 and as supplemented by section 17, “Risk Factors” of WSP’s MD&A for the first quarter ended March 27, 2026, which are available on SEDAR+ at www.sedarplus.ca and which sections are incorporated herein by reference. Actual results and events may be significantly different from what we currently expect because of the risks associated with our business, industry and global economy and of the assumptions made in relation to these risks. As such, there can be no assurance that actual results will be consistent with forward-looking statements.

The forward-looking statements contained in this press release describe WSP’s expectations as of the date hereof and, accordingly, are subject to change after such date. Except as may be required under Canadian securities laws, WSP does not assume any obligation to publicly update or to revise any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. WSP may also make oral forward-looking statements from time to time. WSP advises that the above paragraphs and the risk factors set forth in section 20, “Risk factors” of WSP’s MD&A for the fourth quarter and year ended December 31, 2025, and as supplemented by section 17, “Risk Factors” of WSP’s MD&A for the first quarter ended March 27, 2026 should be read for a description of certain factors that could cause the actual results of WSP to differ materially from the results expressed or implied in any oral forward-looking statements. Readers should not place undue reliance on forward-looking statements.

Disclaimer

This is a public announcement by WSP pursuant to the provisions of section 5 paragraph 2 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum. This announcement is not for release, publication or distribution, in whole or in part, in, into or from, directly or indirectly, any other jurisdiction in which such release, publication or distribution would be unlawful.

Additional Underlying Assumptions

WSP cautions that the assumptions used to prepare the estimated accretion pre synergies and accretion post synergies could prove to be incorrect or inaccurate. Accordingly, the actual results could differ materially from WSP’s expectations as set out in this press release. WSP considered numerous economic and market assumptions regarding the foreign exchange rate, competition, political environment, and economic performance of each region where WSP and Arcadis operate. In addition to the assumptions disclosed above under “Forward-Looking Statements”, the following assumptions were used to develop these forward-looking financial measures:

Accretion pre synergies:

• WSP’s net revenue organic growth after completion of the acquisition will be consistent with WSP’s historical performance for 24 months (WSP’s revenue and net revenue were $4,854.1 million and $3,672.7 million, respectively, for the financial year ended December 31, 2025); 
• Arcadis’ net revenue organic growth after completion of the acquisition will be consistent with market consensus projections for 24 months (Arcadis’ gross revenue and net revenue were approximately EUR4,875 million and EUR3,760 million, respectively for the financial year ended December 31, 2025).  

Accretion post synergies:

• WSP’s net revenue organic growth after completion of the acquisition will be consistent with WSP’s historical performance for 24 months (WSP’s revenue and net revenue were $4,854.1 million and $3,672.7 million, respectively, for the financial year ended December 31, 2025);
• Arcadis’ net revenue organic growth after completion of the acquisition will be consistent with market consensus projections for 24 months (Arcadis’ gross revenue and net revenue were approximately EUR4,875 million and EUR3,760 million, respectively for the financial year ended December 31, 2025);
• Expected cost synergies of the acquisition being fully realized within 24 months following the completion of the acquisition.
  

NON-IFRS AND OTHER FINANCIAL MEASURES

WSP reports its financial results in accordance with International Accounting Standard 34 Interim Financial Reporting. WSP uses a number of financial measures when assessing its results and measuring overall performance. Some of these financial measures are not calculated in accordance with International Financial Reporting Standards Accounting Standards ("IFRS"). Regulation 52-112 respecting Non-GAAP and Other Financial Measures Disclosure prescribes disclosure requirements that apply to the following types of measures used by WSP: (i) non-IFRS financial measures; (ii) non-IFRS ratios; (iii) total of segments measures; (iv) capital management measures; and (v) supplementary financial measures.

In this document, the following non-IFRS and other financial measures may be used by WSP: Accretion pre synergies, Accretion post synergies, and adjusted net earnings per share. Other than in respect of the Accretion pre synergies and the Accretion post synergies, which are each defined below, explanations of the composition and usefulness of these measures can be found in section 19, “Glossary of segment reporting, non-IFRS and other financial measures” of WSP’s MD&A for the first quarter and three-month period ended March 27, 2026 (the “Q1 2026 MD&A”), which section is incorporated by reference in this document, as posted on WSP’s website at www.wsp.com, and filed on SEDAR+ at www.sedarplus.ca.

This press release refers to net revenue of Arcadis. This financial information has been derived from Arcadis’ consolidated financial statements for the year ended December 31, 2025. Such consolidated financial statements have been prepared using IFRS as adopted by the European Union, which is a different accounting basis than IFRS as issued by the International Accounting Standards Board, which is what WSP uses to prepare its own financial statements. WSP has not independently verified this financial information relating to Arcadis and does not assume any responsibility or liability for the verification, accuracy or completeness of such information. Undue reliance should not be placed on the financial information related to Arcadis contained herein.

“Accretion pre synergies” is calculated as the increase in WSP’s forecasted pro forma adjusted net earnings per share for the financial year ended 24 months following the end of the financial year in which the acquisition closing occurs after giving effect to the acquisition, its financing and any acquisition-related adjustments, excluding synergies, as compared to WSP’s forecasted adjusted net earnings per share for the corresponding period on a stand-alone basis. Refer to “Additional Underlying Assumptions” in this document.

“Accretion post synergies” is calculated as the increase in WSP’s forecasted pro forma adjusted net earnings per share for the financial year ended 24 months following the end of the financial year in which the acquisition closing occurs after giving effect to the acquisition, its financing, and any acquisition-related adjustments, as compared to WSP’s forecasted adjusted net earnings per share for the corresponding period on a stand-alone basis. Refer to “Additional Underlying Assumptions” in this document.

The non-IFRS and other financial measures used in this document do not have a standardized meaning as prescribed by IFRS. Management of WSP believes that these non-IFRS and other financial measures provide useful information to investors regarding the financial condition and results of operations of WSP and the other entities referenced herein as they provide additional key metrics of their performance. Refer to section 19 “Glossary of segment reporting, non-IFRS and other financial measures” of the Q1 2026 MD&A for more information on the usefulness to investors of each such measures. These non-IFRS and other financial measures are not recognized under IFRS, do not have any standardized meanings prescribed under IFRS and may differ from similar computations as reported by other issuers, and accordingly may not be comparable. These measures should not be viewed as a substitute for the related financial information prepared in accordance with IFRS.

For more information, please contact:

Alain Michaud
Chief Financial Officer
WSP Global Inc.
alain.michaud@wsp.com
Phone: 438-843-7317