Arcadis NV (ENXTAM:ARCAD) entered into an agreement to acquire IBI Group Inc. (TSX:IBG) from IBI Group Management Partnership, IBI Group Investment Partnership, IBI Group Management Partnership II and others for approximately CAD 740 million on July 18, 2022. Arcadis to acquire all issued and outstanding shares of IBI Group for CAD 19.50 per share. The acquisition of IBI Group for an aggregate consideration of approximately CAD 873 million. The transaction will be financed with debt. Committed financing was provided by Goldman Sachs together with Bank of America. The arrangement agreement includes customary provisions relating to non-solicitation, subject to customary “fiduciary out” provisions. The transaction is subject to certain customary closing conditions, including (i) IBI Group shareholder approval at a special meeting of IBI Group's shareholders (the “Special Meeting”) by no less than 66 2/3% of the votes cast at the Special Meeting; (ii) court approval; (iii) applicable regulatory approvals; and (iv) certain other closing conditions customary for a transaction of this nature. Arcadis Supervisory Board unanimously approved the transaction. Transaction unanimously supported by IBI Group's Board of Directors and IBI Group's largest shareholder, the IBI Group Management Partnership, which has entered into a voting support agreement to support and vote in favor of the transaction. All directors and senior officers of IBI Group have entered into voting support agreements pursuant to which they have agreed to support and vote in favor of the transaction. IBI Group expects to hold the Special Meeting to consider the transaction in September 2022. As of September 16, 2022, the shareholders of IBI Group Inc. has approved the deal. As of September 20, 2022, the Ontario Superior Court of Justice has approved the deal. The transaction is expected to be completed in the second half of 2022. The deal is expected to close on or about September 27, 2022. The transaction is expected to be immediately accretive to Arcadis' 2022E adjusted earnings per share and operating profit margins. Goldman Sachs served as exclusive financial advisor and John Ciardullo, Mike Devereux, John Lorito, John Lennard, Craig Mitchell, Michael Kilby, Jean-Guillaume Shooner, Natasha vandenHoven, Jonathan Auerbach, Wesley Ng, Neil Shapiro, Larry Cobb and Alex Rose of Stikeman Elliott LLP as legal counsel to Arcadis. Committed financing was provided by Goldman Sachs together with Bank of America. National Bank Financial served as exclusive financial advisor and Blake, Cassels & Graydon LLP as legal counsel to the Special Committee of IBI Group, and Linda Misetich Dann and Andrew Disipio of Bennett Jones LLP acted as legal counsel to IBI Group. TSX Trust Company served as Depository to IBI Group. Ernst & Young Transaction Services France acted as financial advisor to Arcadis NV in the transaction.

Arcadis NV (ENXTAM:ARCAD) completed the acquisition of IBI Group Inc. (TSX:IBG) from IBI Group Management Partnership, IBI Group Investment Partnership, IBI Group Management Partnership II and others on September 27, 2022. As a result of the completed transaction, the Common Shares are expected to be delisted from the Toronto Stock Exchange (the "TSX") within three business days following closing.