Core Insights - WSP Global Inc. reported strong financial results for Q3 2025, with net revenues, adjusted EBITDA, and adjusted net earnings growing approximately 16%, 20%, and 32% respectively compared to Q3 2024 [2][8][9] Financial Performance - Revenues for Q3 2025 reached $4.53 billion, a 13.8% increase from $3.98 billion in Q3 2024 [9] - Net revenues for Q3 2025 were $3.46 billion, up 15.6% from $2.99 billion in Q3 2024, driven by 10.1% acquisition growth and 3.7% organic growth [9] - Adjusted EBITDA for Q3 2025 was $700.4 million, a 19.6% increase from $585.4 million in Q3 2024, with an adjusted EBITDA margin of 20.2% [9][25] - Adjusted net earnings for Q3 2025 were $368.8 million, or $2.82 per share, reflecting a 31.8% increase compared to $279.8 million, or $2.24 per share, in Q3 2024 [9][37] - Free cash flow for the nine-month period ended September 27, 2025, was $887.4 million, significantly up from $242.0 million in the same period of 2024 [9][38] Strategic Developments - The company celebrated the one-year anniversary of the acquisition of POWER Engineers, which has contributed to mid-teens organic growth in net revenues [5][8] - WSP completed the acquisition of Ricardo plc, enhancing its strategic and engineering consultancy capabilities [5][8] Operational Metrics - The backlog as of September 27, 2025, was $16.4 billion, a 10.6% increase year-over-year, representing approximately 10.9 months of revenue [9] - The number of employees increased to approximately 72,400 from 69,900 a year earlier [9] Financial Ratios - The net debt to adjusted EBITDA ratio improved to 1.4 as of September 27, 2025, down from 1.8 as of December 31, 2024 [9][6] - Days sales outstanding (DSO) decreased to 71 days from 80 days year-over-year, indicating improved cash collection efficiency [9]

Core Insights - WSP's forward-looking statements are based on various assumptions regarding business retention, integration of the Acquisition, and market conditions [1] - The company anticipates achieving synergies and maintaining market positions through successful integration plans related to the Acquisition [1] - Key employee retention and attraction are critical for the success of the Acquisition [1] Assumptions and Expectations - WSP's management has estimates regarding future economic and business conditions that will impact growth and financial metrics [1] - The realization of expected strategic and financial benefits from the Acquisition is anticipated within a specific timeframe [1] - The accuracy of information provided by Ricardo and the absence of undisclosed costs or liabilities are crucial for the success of the Acquisition [1]

Core Insights - WSP Global Inc. has successfully completed the acquisition of Ricardo plc, enhancing its capabilities in advisory, energy transition, water solutions, and rail sectors [1][2][3] - The acquisition aligns with WSP's 2025–2027 Global Strategic Action Plan, aiming to accelerate growth and strengthen its market presence in key regions such as the UK, Australia, and the Netherlands [2][3] Company Overview - WSP is a leading professional services firm operating in over 50 countries with approximately 73,000 employees, focusing on engineering, advisory, and science-based expertise [9] - Ricardo plc is a global strategic and engineering consultancy with over 110 years of experience, employing around 2,600 professionals across more than 20 countries [10] Strategic Implications - The integration of Ricardo's expertise in air quality, water management, energy resilience, and policy strategy is expected to enhance WSP's service offerings and drive innovation [3] - Both companies share a purpose-led culture and values, which will facilitate collaboration and the delivery of impactful solutions to clients [3]

Financial Performance - Science Group reported a record Adjusted Operating Profit (AOP), demonstrating resilience in a volatile market[5] - Group revenue increased to £57.2 million (H1-24: £53.7 million)[9, 16], while Adjusted Operating Profit reached £11.3 million (H1-24: £11.0 million)[9, 16] - Profit Before Tax significantly increased to £32.2 million (H1-24: £7.6 million)[7] and Statutory EPS increased to 55.3p (H1-24: 12.9p)[8] Investment in Ricardo plc - The investment in Ricardo plc generated a pre-tax investment gain of £24.0 million[9, 37] with a 74.2% Return on Investment[37] - The total investment in Ricardo was £32.4 million, realized for £58.0 million[37] - Tax liability on the Ricardo investment is estimated at £5.1 million[9, 37] Segment Performance - Professional Services revenue was £33.2 million (H1-24: £36.5 million) with an AOP of £7.9 million (H1-24: £8.8 million)[16, 22, 23] - Systems Division revenue increased to £23.7 million (H1-24: £16.8 million)[16] Cash Flow and Balance Sheet - Group cash increased to £82.0 million (H1-24: £38.8 million) and net funds to £70.3 million (H1-24: £26.4 million)[9, 21] - Cash generated from operations was £22.7 million (H1-24: £10.7 million)[21]

Group 1 - The exempt principal trader involved is Investec Bank plc, which is acting as a Joint Advisor and Joint Broker to Ricardo plc [1][3] - The dealings took place on 22 July 2025, with a total of 18,300 ordinary shares purchased at prices ranging from 424 to 426 [3] - There were no cash-settled or stock-settled derivative transactions reported, indicating a focus solely on ordinary share dealings [4][5] Group 2 - No indemnity or other dealing arrangements were disclosed, suggesting no additional agreements influencing the trading activities [9] - There are no agreements or understandings related to options or derivatives affecting voting rights or future acquisitions/disposals of relevant securities [10] - The disclosure was made on 23 July 2025, with contact information provided for further inquiries [10]

Key Information - The exempt principal trader involved is Investec Bank plc, which is connected to the offeror Ricardo plc as a Joint Advisor and Joint Broker [1] - The dealing date was July 9, 2025 [1] Dealings by the Exempt Principal Trader - Investec Bank plc sold a total of 3,827 ordinary shares at a price of 429 per unit [3] Other Information - There are no indemnity or other dealing arrangements related to the relevant securities [9] - There are no agreements or arrangements regarding options or derivatives related to voting rights or future acquisition/disposal of relevant securities [10] - The disclosure was made on July 10, 2025, by Priyali Bhattacharjee [10]

Key Information - The exempt principal trader involved is Investec Bank plc, which is connected to the offeror Ricardo plc as a Joint Advisor and Joint Broker [1] - The dealing date was July 7, 2025 [1] Dealings by the Exempt Principal Trader - Investec Bank plc purchased a total of 10,624 ordinary shares at a price of 424 per unit [3] Other Information - There are no indemnity or option arrangements related to the relevant securities [9] - There are no agreements or understandings regarding voting rights or future acquisition or disposal of relevant securities [10] - The disclosure was made on July 8, 2025, by Priyali Bhattacharjee [10]

Key Information - The exempt principal trader involved is Investec Bank plc, which is connected to the offeror Ricardo plc as a Joint Advisor and Joint Broker [1] - The dealing date was June 24, 2025 [1] Dealings by the Exempt Principal Trader - Total purchases of ordinary shares amounted to 28,391 units, with the highest price per unit at 436 and the lowest at 432 [3] - Total sales of ordinary shares also amounted to 28,391 units, with the highest price per unit at 437 and the lowest at 432 [3] Other Information - There are no indemnity or option arrangements related to the relevant securities that may influence dealings [9] - There are no agreements or understandings regarding voting rights or future acquisition or disposal of relevant securities [10] - The date of disclosure is June 25, 2025, with contact details provided for further inquiries [10]

Core Viewpoint - WSP Global Inc. has announced the acquisition of Ricardo plc for 430 pence per share, reflecting a strategic move to enhance its presence in high-growth sectors globally [1][3][4] Company Overview - WSP Global Inc. is a leading professional services firm operating in over 50 countries with approximately 73,000 employees, focusing on engineering, advisory, and science-based solutions [19] - Ricardo plc is a global consulting firm with around 2,700 experts across more than 20 countries, specializing in strategic, advisory, and engineering solutions in transport, energy, and environmental sectors [2][20] Acquisition Details - The acquisition represents an enterprise value of approximately £363.1 million (around $670 million), equating to a multiple of 10.4x Ricardo's pre-IFRS 16 underlying EBITDA for the 12-month period ending December 31, 2024 [4] - WSP will acquire the entire issued and to be issued share capital of Ricardo, excluding a 19.9% interest which will be acquired from Science Group plc [6][9] Strategic Alignment - The acquisition aligns with WSP's 2025-2027 Global Strategic Action Plan, focusing on expanding in advisory, energy transition, water solutions, and the rail sector [3][4] - Ricardo's expertise in rail, air quality, water management, and energy resilience complements WSP's existing offerings and strengthens its market presence in key regions such as the UK, Australia, and the Netherlands [3][4] Financing and Support - WSP has secured a fully committed £230 million term loan facility (approximately $425 million) to finance the acquisition, supplemented by cash on hand and existing credit facilities [11] - Royal Bank of Canada is acting as the lead arranger for the new credit facility, ensuring compliance with the UK City Code on Takeovers and Mergers [12] Future Plans - Under WSP's ownership, Ricardo will continue its strategic review of its Automotive and Industrial (A&I) and Performance Products (PP) business units, with potential plans for divestment at an appropriate time [2][4]