Arcadis Rejects Second WSP Bid
Arcadis has rejected WSP Global's second EUR 51.50-a-share takeover proposal, citing undervaluation, stock exposure and execution risks for shareholders.
The Dutch engineering group has rejected WSP Global’s revised €51.50-per-share proposal, citing undervaluation, stock exposure and execution risks.
Arcadis has unanimously rejected WSP Global’s second takeover proposal, saying the conditional €51.50-per-share cash-and-stock offer still undervalues the Dutch engineering and consultancy group.
Arcadis announced the decision on 30 July after its Executive and Supervisory Boards reviewed the proposal with financial and legal advisers. The approach was unsolicited, conditional and non-binding and had not developed into a formal public offer.
Second proposal falls short
WSP submitted its first proposal of €48.50 per Arcadis share on 1 July. Arcadis rejected it on 14 July.
The Canadian engineering group returned on 23 July with a revised proposal of €51.50 per share. WSP publicly confirmed the terms on 24 July. Approximately half of the consideration would have consisted of WSP shares.
Arcadis said the revised terms still failed to reflect the company’s intrinsic value, strategic position and future prospects.
The boards also objected to the large stock component. According to Arcadis, accepting WSP shares would expose its shareholders to a materially different risk profile, including higher-than-anticipated leverage and a lower-than-expected dividend yield.
Arcadis additionally identified uncertainty around the transaction’s timing, cultural fit, integration and the execution of the combined company’s strategic plans.
Results support standalone strategy
Arcadis announced the rejection alongside stronger half-year results and new medium-term targets.
Organic net revenue grew by 2.2% in the second quarter, while the company’s backlog reached a record €4 billion. Quarterly order intake rose organically by 13.5% to €1.1 billion.
The company also raised its 2026 organic net revenue growth guidance from flat to low-single-digit growth. For 2027 to 2029, Arcadis is targeting mid-single-digit organic net revenue growth over the cycle and a mid-to-high-teens operating EBITDA margin by 2029.
Arcadis argues that these results and targets support its case for remaining independent.
WSP’s next move remains open
WSP previously described the proposal as the basis for a friendly and recommended transaction. It said €51.50 represented a 45.8% premium over Arcadis’s unaffected closing price of €35.32 on 22 July and invited the Dutch company’s boards to enter negotiations.
As of 1 August, WSP had not publicly withdrawn its interest, increased the proposal or announced a formal offer. Arcadis’s rejection settles the status of the second proposal, but WSP has not announced its next step.
