Tetra Tech UK Holdings Limited reached an agreement to acquire WYG PLC (AIM:WYG) from a group of shareholders for £42.8 million on May 20, 2019. The offer per share is £0.55 in cash. Tetra Tech UK Holdings Limited will also acquire 4.5 million convertible shares of WYG PLC. Tetra Tech UK Holdings will also pay £2.39 million for options and awards under WYG Deferred Bonus Plan, WYG Restricted Plan, WYG Performance Share Plan and WYG Transformation Incentive Plan. It is intended that the acquisition be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Tetra Tech UK Holdings Limited reserves the right to elect, with the consent of the Takeover Panel, to implement the acquisition by way of a Takeover offer for the entire issued and to be issued ordinary share capital of WYG as an alternative to the scheme. If any dividend or other distribution in respect of the shares of WYG PLC is declared, paid or made on or after the date of this Announcement, Tetra Tech UK Holdings Limited reserves the right to reduce the consideration payable for each share of WYG under the terms of the acquisition by the amount per share of WYG of such dividend or distribution. If Tetra Tech UK Holdings Limited exercises this right or makes such a reduction in respect of a dividend or distribution, shareholders of WYG will be entitled to receive and retain that dividend or distribution. Tetra Tech UK Holdings Limited will finance the cash consideration from its existing cash and working capital and, if needed, its existing credit facility is available. Tetra Tech UK Holdings Limited‘s intention is for the business of WYG to be integrated as a division of the combined group. Tetra Tech UK Holdings Limited has no intention of effecting a material change to WYG's strategic plans, operations or locations of the business. Tetra Tech UK Holdings Limited does not intend to change the research and development activities of either WYG or Tetra Tech UK Holdings Limited. Tetra Tech UK Holdings Limited’s intention is to seek to cancel the admission of shares of WYG to trading on AIM. It is also intended that shortly after the effective date, WYG PLC will be re-registered as a private limited company under the relevant provisions of the Companies Act. WYG PLC will become a wholly owned subsidiary of Tetra Tech UK Holdings Limited. On completion of the acquisition, it is intended that the non-executive directors of WYG will resign. On completion of the acquisition, headquarters of Tetra Tech UK Holdings Limited and its parent will continue to be in Pasadena, California. The combined group will continue to locate its European headquarters in Leeds, UK (at the existing office of, and hence incorporating, WYG's headquarters and functions). The deal is subject to approval of majority shareholders of WYG PLC either in person or by proxy, representing at least 75%, the passing of the deal by the requisite majority at the shareholders' meeting of WYG PLC, court approval, regulatory approval and receipt of all applicable anti-trust clearances from any relevant authority. The Board of Directors of WYG PLC consider the terms of the acquisition to be fair and reasonable and intend to recommend unanimously to its shareholders to vote in favor of the deal as the Directors of WYG PLC have irrevocably undertaken to do in respect of their own beneficial holdings of 0.1 million shares of WYG PLC. Jeremy Beeton, non-executive Chairman and the Board of WYG unanimously recommend the shareholders to vote in favor of the deal. In addition to the irrevocable undertakings received from the WYG PLC’s Directors, Tetra Tech UK Holdings Limited has received irrevocable undertakings from AB Traction, Robert Keith and Canaccord Genuity Wealth Management to vote or procure votes in favor of the deal in respect of 25.99 million shares of WYG PLC. Tetra Tech UK Holdings Limited has also received non-binding letters of intent from Artemis Investment Management LLP, Slater Investments Limited and Janus Henderson Investors to vote or procure votes in favor of the deal in respect of 27.1 million shares of WYG. Therefore, as of May 20, 2019, Tetra Tech UK Holdings Limited has received irrevocable undertakings and letters of intent in respect of 53.21 million shares of WYG (representing approximately 72.5% stake of WYG). As of June 3, 2019, the court meeting and general meeting are both expected to be held on June 27, 2019. As of June 27, 2019 the transaction has been approved by the shareholders of WYG. WYG and Tetra Tech announced on July 5, 2019, that the scheme was sanctioned by the court earlier on July 5, 2019. The scheme will become effective upon the court order being delivered to the Registrar of Companies, which is expected to take place on July 9, 2019. The date on which cancellation of trading of WYG shares will occur on July 9, 2019. The longstop date is February 20, 2020. The acquisition is currently expected to become effective in July 2019. Settlement of the consideration will be no later than July 24, 2019. As of June 3, 2019, the longstop date of the transaction is February 28, 2020. Christopher Mead and Matthew Smith of Perella Weinberg Partners UK LLP acted as financial advisors and Hogan Lovells US LLP acted as legal advisor to Tetra Tech UK Holdings Limited. Sandy Fraser, Rachel Hayes and Justin McKeegan of Nplus1 Singer Advisory LLP acted as financial advisors and DLA Piper UK LLP acted as legal advisor to WYG PLC.