WSP Global Inc. (TSX:WSP) (“WSP”) entered into a definitive agreement to acquire Ecology & Environment Inc. (NasdaqGM:EEI) (“E&E”) from the Gerhard J. Neumaier Testamentary Trust, Mill Road Capital II LP (a fund sponsored by Mill Road Capital LP) and other shareholders for $64.9 million on August 28, 2019. Under the terms of the Agreement, the merger consideration is approximately $65.1 million in the aggregate, including a special dividend of approximately $2.2 million. Each share of E&E's Class A and Class B common stock will be converted into the right to receive $15 in cash. In addition, the record holders of E&E shares will receive a one-time special dividend of up to $0.50 in cash per share to be paid shortly after closing. The amount of the special dividend is subject to pro rata reduction if certain expenses incurred by E&E in connection with the merger exceed $3.05 million in the aggregate. Each restricted share of E&E that is unvested and on which restrictions have not yet lapsed will automatically become fully vested and all restrictions applicable thereto shall lapse and be converted into the right to receive the $15 cash consideration. The agreement contains a go-shop provision beginning on the date of the agreement and continuing until September 27, 2019. The transaction will be financed using WSP's available cash and credit facilities. In the event of termination of the transaction under certain circumstances, E&E may be required to pay WSP a fee of up to $4 million.

In connection with the agreement, WSP entered into retention agreements with Marshall A. Heinberg, its Executive Chairman, and Peter F. Sorci, its acting Chief Financial Officer. Consummation of the merger is subject to the satisfaction or waiver of specified closing conditions, including approval at a stockholders meeting by the affirmative vote of the holders of two-thirds of E&E shares outstanding on the record date for the stockholders meeting, clearance by the Committee on Foreign Investment in the United States, completion of a restructuring as defined in the agreement. As of November 7, 2019, the restructuring has been completed. Concurrently with the agreement, WSP has entered in voting agreement whereby Marshall A. Heinberg, Michael C. Gross, Michael El-Hillow, the Gerhard J. Neumaier Testamentary Trust, Frank B. Silvestro, Ronald L. Frank, Gerald A. Strobel, Justin C. Jacobs and Mill Road Capital II, L.P. have agreed, among other things, to vote their respective shares in favor of the merger and the other transactions contemplated by the merger agreement and against any third-party acquisition proposals. The merger agreement and the transaction have been unanimously approved by E&E's Board of Directors. A special meeting of stockholders of Ecology & Environment, Inc. will be held to approve the transaction. As of November 20, 2019, the transaction is approved by the shareholders of Ecology & Environment. The acquisition is expected to be completed in the fourth quarter of 2019.

Robert W. Baird & Co. Incorporated served as financial advisor to E&E and provided a fairness opinion to the E&E Board. Victor I. Lewkow and Neil R. Markel from Cleary Gottlieb Steen & Hamilton LLP served as legal advisors to E&E. Michael J. Silver and G. Allen Hicks from Hogan Lovells US LLP served as legal advisors to WSP. Maxime Turcotte from Stikeman Elliott LLP also served as legal advisor to WSP. D.F. King & Co., Inc. acted as information agent to E&E and will receive a fee of $15,000 for its services. Robert W. Baird will receive a fee of equal to the greater of (i) $850,000 or (ii) 10% of the difference between the total value of the Alternative Transaction Consideration and the total value of the consideration payable in the merger, which additional fee would be contingent upon the consummation of such alternative transaction.