Netherlands/Canada: WSP Tables €51.50 Bid for Arcadis After First Offer Rejected

Arcadis N.V. on 24 July confirmed that it has received a second unsolicited, conditional and non-binding proposal from WSP Global Inc. for all issued and outstanding Arcadis shares at €51.50 per share in cash and WSP stock, the Amsterdam-listed engineering group said in a regulatory release.

The proposal follows an earlier WSP approach at €48.50 per share, of which a significant portion was WSP stock. Arcadis said its Executive Board and Supervisory Board unanimously rejected that first proposal because it did not adequately reflect the company’s intrinsic value, strategic position and future prospects, and did not address concerns around strategic fit, cultural fit, deal certainty and other stakeholders’ interests.

Arcadis said the boards, with their financial and legal advisers, are carefully reviewing the revised proposal in line with their fiduciary duties and the interests of shareholders and stakeholders. No decision has been made. The company said it remains confident in its strategy and operational momentum and will update markets with its Q2 and half-year 2026 results on 30 July, with a Capital Markets Day planned for 29 September. The release was designated as inside information under the EU Market Abuse Regulation.

Separately on 24 July, Montreal-based WSP Global Inc. confirmed via GlobeNewswire that it submitted the revised indicative proposal on 23 July, seeking a friendly, recommended public offer for Arcadis’s entire ordinary share capital at EUR 51.50 per share (cum dividend). WSP said an initial non-binding proposal of EUR 48.50 per share was submitted on 1 July and rejected by Arcadis on 14 July.

According to WSP, the EUR 51.50 consideration represents a premium of about 45.8% to Arcadis’s unaffected closing price of EUR 35.32 on 22 July, and premiums of about 48.1%, 59.0% and 41.6% to the 3-, 6- and 12-month volume-weighted average prices on that date. WSP said Arcadis shareholders would be able to elect cash or WSP shares, subject to proration, with overall consideration expected to be approximately half cash and half stock.

WSP stated that no definitive agreement has been entered into and that any transaction remains subject to agreement on terms. It said the proposal is not contingent on financing and that it intends to maintain a strong investment-grade balance-sheet profile. WSP also said it has invited Arcadis’s boards to engage with a view to a recommended transaction and is ready to complete confirmatory due diligence if granted access.

Both companies describe themselves as global engineering and consulting platforms with large transport and infrastructure footprints. WSP said a combination would expand presence in North America, the United Kingdom, Australia and Central Europe, while Arcadis emphasised standalone value creation pending any board decision on the revised approach.