Tetra Tech to Acquire RPS Group to Expand its Global Operations - Seite 2

Ken Lever, Non-Executive Chairman of RPS commented, “The Board of RPS is pleased to recommend Tetra Tech’s offer, which provides our shareholders with even greater value for their shares. Our combination with Tetra Tech will provide attractive opportunities and long-term benefits to our associates and global clients.”

Furthermore, John Douglas, Chief Executive of RPS explained, “Joining Tetra Tech represents a highly attractive combination of two leading companies in the industry for our clients and provides an ideal opportunity for our people to realize RPS’ goals to meaningfully contribute to the world’s most challenging problems in energy transformation and water management around the world. I am very excited about the future of our combined company and the benefits for our people and clients. By joining together, Tetra Tech provides RPS and its employees with a strong and culturally aligned platform that creates a pre-eminent consulting and engineering firm addressing climate change and all its effects.”

The Transaction

It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the U.K. Companies Act 2006. The purpose of the Scheme is to provide for Tetra Tech to indirectly become the owner of the entire issued and to be issued share capital of RPS Group.

Details of the proposed Acquisition will be sent to RPS Group shareholders within 28 days of the date of this announcement (unless the Panel on Takeovers and Mergers under the U.K. City Code on Takeovers and Mergers agrees otherwise). 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, it is expected that the Acquisition will complete by the end of 2022.

For further details regarding the proposed Acquisition, readers are referred to the firm offer announcement in respect of the Acquisition (the “Announcement”) previously released in the United Kingdom on the date hereof in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers and which can be found on Tetra Tech’s website at tetratech.com/investor-offer. The Announcement and other important documents (including, among others, the New Credit Facility (as defined below)) are also attached as exhibits to Tetra Tech’s Current Report on Form 8-K filed with the SEC concurrently with this release. Please note that this release is not a summary of the Announcement and should not be regarded as a substitute for reading the Announcement. We therefore strongly encourage you to read the Announcement in full in connection with this release, which is subject to the full text of the Announcement in all respects.