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Tetra Tech to Acquire WYG to Expand its UK Operations

PASADENA, Calif.--(BUSINESS WIRE)--

  • Creates market-leading United Kingdom consulting and engineering firm focused on water, environment and infrastructure services
  • Expands Tetra Tech’s global leadership in international development
  • WYG Board unanimously recommends Tetra Tech's bid of 55 pence per share

Tetra Tech, Inc. (TTEK) and WYG plc (WYG.L) are pleased to announce that Tetra Tech has made an all cash offer to acquire all the outstanding shares of WYG for 55 pence per share, which has been unanimously recommended by the board of WYG.

WYG employs 1,600 staff primarily in the UK and Europe, delivering consulting and engineering solutions for complex projects across key service areas including planning, water and environment, transport, infrastructure, the built environment, architecture, urban design, surveying, asset management, program management, and international development.

The acquisition of WYG expands Tetra Tech’s geographic presence and positions Tetra Tech as a leading global consulting, engineering and program management firm focused on water, environment and infrastructure. In addition, the acquisition enhances Tetra Tech’s business for international development supporting both the European Union and the United Kingdom’s Department for International Development.

“WYG advances our strategy to add firms that support our position as the premier global high-end consulting, engineering, and program management firm,” said Dan Batrack, Tetra Tech Chairman and CEO. “WYG’s expertise in infrastructure and program management, as well as water and environmental services, enables us to deliver innovative solutions to support the UK’s infrastructure needs. Together, we will be able to provide an expanded scope of services to our customers and offer our combined staff even greater professional opportunities.”

Jeremy Beeton, WYG Chairman, said, “Becoming part of Tetra Tech brings the benefits of scale and access to broader expertise across highly complementary geographies and client relationships. It also brings the operational infrastructure and financial strength to support WYG’s long-term ambitions, whilst we provide Tetra Tech with a strong platform for growth in the UK and Europe. We believe the combination will provide greater opportunities for our people and our clients as well as offering certainty of immediate value to our shareholders."

The Transaction

The offer will be implemented by a UK Court approved Scheme of Arrangement which is conditional on the satisfactory completion of customary conditions, including the following:

  • approval of the Scheme of Arrangement by a majority in number of the WYG shareholders voting at the Court Meeting, representing at least 75 percent of the shares voted at that meeting; and
  • receipt of all necessary regulatory approvals.

WYG’s Board of Directors has unanimously recommended that shareholders vote in favor of the Scheme and they have irrevocably committed all shares they own or control. In addition, more than 70 percent of the share capital have indicated their support in favor of the Scheme and transaction with Tetra Tech.

Financial and Legal Advisors

Tetra Tech’s financial advisor is Perella Weinberg Partners and its legal advisor is Hogan Lovells International LLP. WYG’s financial advisor is N+1 Singer and its legal advisor is DLA Piper.

About WYG

WYG is an award-winning professional services firm operating from more than 30 locations across the UK, Europe, Africa and Asia. WYG helps its clients create value, protect value, and manage risk. We are the partner of choice for organizations operating in complex or challenging environments.

About Tetra Tech

Tetra Tech is a leading provider of high-end consulting and engineering services for projects worldwide. With more than 18,000 associates working together, Tetra Tech provides clear solutions to complex problems in water, environment, infrastructure, resource management, energy, and international development. We are Leading with Science® to provide sustainable and resilient solutions for our clients. For more information about Tetra Tech, please visit tetratech.com, follow us on Twitter (@TetraTech), or like us on Facebook.

Any statements made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements made in this release represent management’s best judgment as to what may occur in the future. However, Tetra Tech’s actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions ("Future Factors"), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section "Risk Factors" included in the Company’s Form 10-K and Form 10-Q filings with the U.S. Securities and Exchange Commission.

Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

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