Canadian engineering giant WSP Global Inc. WSP-T is buying British environmental consulting firm RPS Group Plc in a deal worth almost a billion dollars, its third major takeover in just three months.
Montreal-based WSP said it struck a deal Monday to acquire RPS for £2.06 per share in cash for a total enterprise value of £625-million, or $975-million. It is paying 15 times RPS’s adjusted earnings before interest, taxes, depreciation and amortization for the 12 months ended June 30.
“RPS is of utmost value to WSP for its sustainability focus, global presence, expertise and talent,” WSP chief executive Alexandre L’Heureux told analysts on a conference call after markets closed. The takeover of RPS’s 5,000 employees brings additional scale to WSP and advances its efforts to expand its front-end consulting work, he said.
Demand for environmental engineering and consulting services is growing as private-sector companies and governments seek advice on things ranging from climate-change risks to waste management. WSP is beefing up its capabilities in the space as part of a wider growth effort.
This is the company’s third major takeover in as many months. In June, it said it had struck a definitive agreement to acquire a business known as Environment & Infrastructure (E&I) from Aberdeen, Scotland-based Wood for US$1.8-billion, adding another 6,000 employees to its payroll. Earlier this month, WSP said it would buy Capita Plc’s Capita REI and GL Hearn businesses in the U.K. for £60-million in a smaller deal that adds skill in real estate planning.
Once a boutique engineering company, WSP has ballooned in recent years to become a major player in global design consultancy and project management, with a current market capitalization topping $18-billion. Mr. L’Heureux wants to expand the company further. He outlined a three-year strategic plan this March that aims to boost net revenues 30 per cent to well over $10-billion a year and increase adjusted net earnings per share by 50 per cent by 2024.
WSP said it secured a new bank credit facility worth £600-million (about $935-million), including commitments for the full amount of the RPS purchase price, in order to meet British takeover regulations. But it intends to use the proceeds from share sales to fund the takeover.
The company said it will sell $400-million worth of equity in a bought deal with a syndicate of underwriters led by CIBC Capital Markets, National Bank Financial and RBC Capital Markets. It will raise another $400-million in a private placement with three existing WSP shareholders: Singapore sovereign wealth fund GIC, Canadian pension fund manager Caisse de dépôt et placement du Québec and the Canadian Pension Plan Investment Board.
London Stock Exchange-listed RPS generates about two-thirds of its revenue from environmental work and water services and has longstanding relationships with major water utilities in the U.K. and Ireland, Mr. L’Heureux said. It has also developed a deep expertise in oceanic science, which it uses to support offshore wind energy players, he added.
RPS’s board intends to recommend the deal, WSP said. The Canadian company said it has the backing of directors and other shareholders holding about 18 per cent of RPS stock.
WSP is one of the most active companies in Canadian infrastructure megaprojects – involved in the development of 18 of the 20 biggest projects currently under way, according to trade publication ReNew Canada. This latest takeover would bring its total employee count to 70,000 and boost revenue to $10-billion a year on a pro-forma basis.
The engineering firm’s recent contracts illustrate the kind of work it is now bidding on as it tries to reshape itself as one of the world’s top companies with environmental expertise. In Canada, it won a mandate from pension fund PSP Investments to conduct a detailed climate analysis of more than three million hectares of farmland and timberland in its Global Natural Resources Portfolio.
In the United States, WSP was awarded a contract for engineering, procurement and construction management for the underground storage of the Aces Delta project, the largest green hydrogen production and storage facility ever built. WSP says the facility will help decarbonize the Western U.S. power grid by providing seasonal clean energy storage capabilities.
WSP shares rose 0.8 per cent in Monday trading on the Toronto Stock Exchange, closing at $157.58. The stock is down 16 per cent since hitting an all-time high of $187.94 last November.
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