A Hogan Lovells team, led by London corporate partner Daniel Simons, has advised Nasdaq-listed consultancy and engineering services firm Tetra Tech, Inc. (“Tetra Tech”) on its recommended takeover offer of RPS Group plc (“RPS”) as it expands its global operations. The transaction was formally announced on 23 September 2022 and is expected to complete by the end of 2022, subject to RPS shareholders approving the transaction and certain regulatory approvals being received.
Under the terms of the offer, RPS shareholders are being offered 222 pence in cash per share, which values the entire issued and to be issued share capital of RPS at approximately £636 million. Tetra Tech has also secured irrevocable undertakings and letters of intent from certain RPS shareholders, which hold approximately 27.53% of RPS’ issued share capital, to vote in favour of Tetra Tech’s offer. The Board of Directors of RPS has unanimously recommended Tetra Tech’s takeover offer.
Daniel Simons, lead Hogan Lovells partner for the transaction, said: “It has been a real pleasure to work again with the excellent Tetra Tech team on this deal to expand their global operations and it underlines Hogan Lovells’ expertise in executing high-level and complex cross-border transactions in the public M&A market.”
Tetra Tech provides consulting and engineering services for projects worldwide. With 21,000 associates working together, Tetra Tech provides clear solutions to complex problems in water, environment, sustainable infrastructure, renewable energy, and international development.
The RPS Group employs 5,000 associates in Europe, the United Kingdom, Asia Pacific, and North America, delivering high-end solutions especially in energy transformation, water, and program management for government and commercial clients. With this acquisition, the combined 26,000 associates of the RPS Group and Tetra Tech will establish a premier global consultancy in water, environment, sustainable infrastructure, and energy transformation.
The RPS Group significantly expands Tetra Tech’s water practice in the UK and enhances Tetra Tech’s leading position in renewable energy and environmental management. Additionally the combination would further strengthen Tetra Tech’s geographic presence in the UK, European Union, and Australia. The RPS Group and Tetra Tech are culturally aligned and together will use a Leading with Science® approach to address critical issues such as climate change, resiliency, and energy transformation.
Preston Hopson, Tetra Tech General Counsel, said: “Hogan Lovells is a trusted advisor and we once again relied on their exceptional team’s expertise to guide us through the complex issues involved in a public deal of this sort.”
The Hogan Lovells’ corporate team was led by Daniel Simons with support from Patrick Sarch, John Holme, Francesca Parker, Guy Ker, Vinura Ladduwahetty, Taylor Harris, India Maddison, Wilson Pek, Rory Hazelton and Imogen Thwaites. Finance was led by Paul Mullen in the UK, and led by Gordon C. Wilson and Nathan A. Cooper in the U.S., with support from Ao Chen, John Harrison, Elias Mekonen and Jessica L. Nichelson. Anti-trust was led by Suyong Kim with support from Paul Castlo and Juliette Parkinson. Employee Share Incentives was led by Fiona Bantock with support from Callum Fowers and Ellie Pardy. U.S. Securities was led by Richard Aftanas and Ben Garcia, with support from Roberto Cortinas.
