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Highlights

  • Ricardo shareholders to receive 430p per share under £281 million all-cash acquisition by WSP.
  • The board unanimously supports the offer; 48% shareholder backing secured via undertakings and letters of intent.
  • Ricardo to improve WSP’s environmental, energy transition, and rail consulting capabilities across key global markets.

Ricardo PLC (LSE:RCDO) has reached a definitive agreement to be acquired by WSP Global Inc. in a deal valuing the UK-based engineering and environmental consultancy at approximately GBP 281 million. The offer will be implemented via a court-sanctioned scheme of arrangement, under which WSP UK, a wholly-owned subsidiary of WSP Global, will acquire the entire issued and to-be-issued share capital of Ricardo.

Under the proposed terms, Ricardo shareholders will receive 430 pence in cash for each share held, marking a 28% premium over the company’s closing share price of 335 pence on 10 June 2025 and a 69% premium over the 90-day volume-weighted average share price of 254 pence. The financial terms are described as final and will not be increased, except under certain specified circumstances, including a competing offer.

The proposed acquisition is backed by irrevocable undertakings from Ricardo's board and several major institutional shareholders. Directors holding approximately 0.19% of Ricardo’s shares have agreed to vote in favour of the scheme. Additional undertakings and letters of intent have been secured from Gresham House Asset Management, Aberforth Partners, Royal London Asset Management, and Schroder Investment Management, bringing the total committed support to approximately 48.06% of the company’s issued share capital.

In a separate agreement, WSP UK has entered into a share purchase agreement with Science Group to acquire 19.99% of Ricardo’s share capital at the offer price.

The acquisition is subject to several conditions, including court approval, regulatory clearances in jurisdictions such as the UK, US, Australia, and Saudi Arabia, and approval by shareholders at both the Court Meeting and the General Meeting. Completion is targeted for the fourth quarter of 2025.

WSP stated that Ricardo’s capabilities in energy transition, environmental advisory, and rail services are aligned with its strategic growth areas. The acquisition is expected to expand WSP’s client offerings and geographical presence, particularly in the UK, Netherlands, and Australia. It also noted that Ricardo’s services in environmental policy, air quality, and energy modelling complement its own existing portfolio, with limited operational overlap.

A detailed scheme document outlining the full terms of the offer and expected timetable will be sent to shareholders within 28 days of the announcement. If approved, Ricardo will be delisted and become part of WSP’s global operations.

As of 11 June 2025, Ricardo shares were trading 4.04% higher at GBP 335.00 per share following the announcement.