FOLLOW US

In a bold cross-continental power play, WSP Global Inc., the Canadian engineering juggernaut, announced Wednesday it will acquire British technology consultancy Ricardo PLC for £281 million ($379 million)—a strategic takeover that not only reshapes the global consulting landscape but also diffuses a mounting shareholder storm.

The deal—engineered with legal finesse by Linklaters LLP for WSP and Ashurst LLP for Ricardo—unfolds amid mounting tensions stirred by activist investor Science Group PLC, which has been agitating for boardroom change and questioning Ricardo's recent trajectory.

A Strategic Takeover with High Stakes

WSP, listed on the Toronto Stock Exchange, is set to scoop up nearly 20% of Ricardo shares directly from Science Group at 430 pence per share, totaling £53.5 million. The rest of the shares will be acquired via a court-sanctioned scheme of arrangement—a maneuver designed to secure full control while navigating legal intricacies.

The 430 pence offer represents a 28% premium over Ricardo’s Tuesday closing price, sweetening the deal for investors weary from strategic uncertainty.

"WSP has made a compelling offer," said Ricardo Chairman Mark Clare, adding that it provides “certain value in cash today” and reduces strategic risk as the company aims to become a top-tier player in environmental and energy transition consulting.

Science Group Pulls Back After Hostile Push

Science Group, which acquired a 21.8% stake in Ricardo earlier this year at an average of 239 pence per share, now stands to realize a pre-tax return of 70%—a windfall that appears to have pacified its prior campaign to unseat Clare. In a sudden about-face, the group said it will now reconsider its call for a shareholder meeting previously scheduled for June 18.

The tension between Ricardo’s board and its second-largest shareholder had escalated over concerns about performance and strategy. But with WSP's cash offer on the table and a favorable return secured, Science Group now supports the acquisition, smoothing the path forward.

Shareholder Backing, Legal Orchestration, and a Global Footprint

WSP says it has already secured the support of shareholders controlling roughly 48% of Ricardo's stock, including institutional heavyweights Schroders, Gresham House, Aberforth Partners, and Royal London Asset Management. Still, the scheme of arrangement must win at least 75% shareholder approval, in addition to regulatory and court approvals in the U.S., U.K., Australia, and Saudi Arabia.

Ricardo’s alignment with WSP’s expertise in rail, environmental consulting, and energy transition sectors makes it a natural fit. WSP emphasized that Ricardo’s global presence—particularly in the U.K., Australia, and the Netherlands—strengthens its own footprint, giving the deal clear geographic and operational synergy.