DLA Piper advises RPS on competitive takeover bid from Tetra Tech

DLA Piper is advising RPS Group plc (RPS) on the recommended cash offer from Tetra Tech UK Holdings Limited , a wholly owned subsidiary of Tetra Tech Inc. The acquisition will result in Tetra Tech acquiring the entire issued and to be issued share capital of RPS, valuing the company at approximately £636m. The acquisition is subject to the usual regulatory conditions.

The first takeover offer for RPS, on which DLA Piper also advised, was made by WSP Global and, at the time, the RPS Directors concluded that this offer represented a full value for RPS (8 August 2022). However, the Tetra Tech offer is a material increase and represents a significantly higher cash price per share to RPS Shareholders, than that offered by WSP. Against this backdrop, the RPS Directors have carefully considered the terms of Tetra Tech’s offer and have decided to recommend the cash consideration of 222 pence per RPS Share.

The directors of Tetra Tech believe that the combination of RPS and Tetra Tech will bring each other a number of benefits, which will position the enlarged group to further drive growth and value. Both have attractive low-risk, high-margin portfolios with RPS helping to diversify the enlarged group’s operations, further enhancing portfolio quality and stability.

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 customers with a focus on front-end consulting.

Tetra Tech, Inc. is a premier global consulting and engineering firm which provides high-end services for projects worldwide. With 21,000 associates working together in over 100 countries, Tetra Tech, Inc. provides clear solutions to complex problems in water, environment, sustainable infrastructure, renewable energy, and international development.

The DLA Piper Corporate team was led by DLA partners Charlie Cook and Jon Earle, supported by Legal Director Karin Kirschner and Associate Kirsty Underhill. Litigation and Regulatory partner Matt Evans and Senior Associate Martin Strom advised on the anti-trust aspects of the deal, whilst Employment partner Nick Hipwell and Legal Director Martin Macleod advised on the Options element.

Over the past 12 months DLA Piper has advised on a number of high profile public M&A transaction including MKS bid for Atotech, PMI’s competitive bid for Vectura, John Menzies in the bid from Agility, Smith Square Partners as financial advisor in Neurocrine Biosciences, Inc’s offer for Diurnal Group plc, Candy Investments in their possible offer for THG plc and Slate Asset Management in their possible offer for McKay Securities plc.