Tetra Tech, Inc. (NasdaqGS:TTEK) reached an agreement to acquire RPS Group plc (LSE:RPS) from M&G Investment Management Limited, The Wellcome Trust Limited, Aberforth Partners LLP, RWC Asset Management LLP, Artemis Investment Management LLP and others for approximately £636 million on September 23, 2022. Tetra Tech, Inc. will acquire shares at a price of 222 pence. Tetra Tech has obtained a “certain funds” of £714 million plus £322.33 million New Credit Facility. On effective date, Kenneth Lever, Allison Bainbridge, Elizabeth Peace, Michael McKelvy and John Douglas resigned as directors and will simultaneously stepdown from the RPS Board. Judith Cottrell will remain on the RPS Board. In addition, William Brownlie and Andrew Gillespie will be nominated by Tetra Tech and appointed to the RPS Board.

Subject, amongst other things, to the satisfaction or waiver of the conditions, the approval of the Scheme by the RPS Group shareholders, the receipt of applicable regulatory approvals and the Court's sanction of the scheme of arrangement. The acquisition has been unanimously recommended by the Board of Directors of RPS Group. As of November 3, 2022, RPS Group plc shareholders approved the deal. As of December 12, 2022, the transaction has received the foreign investment clearances in Australia and the United Kingdom. As Of January 19, 2023, the High Court of Justice in England and Wales has today sanctioned the scheme. The scheme will become Effective by the end of 2022. As of December 12, 2022, subject to satisfaction of conditions the transaction is expected to be effective on January 23, 2023. The acquisition is expected to be mid to high teen percent accretive to adjusted earnings per share (EPS) after realizing the full benefit from an expected £21 million in cost synergies and integration into Tetra Tech.

Emily White of BofA Securities Inc. is acting as financial advisor to Tetra Tech on the acquisition. Tim Shacklock, James Dawson and Tom Quinn of Gleacher Shacklock acted as lead financial advisor, Andrej Avelini of AEC Advisors acted as financial advisor, DLA Piper UK LLP acted as legal adviser and Equiniti Limited acted as registrar to RPS. Edward Peel, Geoff Iles and Tom Brown of Merrill Lynch International acted as financial advisor and Daniel Simons of Hogan Lovells acted as legal advisor of Tetra Tech.