WSP Global Pursues Arcadis Acquisition, Arcadis Rejects Offer

Earlier in July, WSP Global Inc. publicly confirmed that it has submitted an enhanced proposal to acquire Dutch engineering and consultancy company Arcadis N.V.

Arcadis’ executive board and supervisory board have unanimously rejected the offer. They argue that the offer undervalues the company and its future prospects.

The latest proposal follows several months of discussions between the two companies. WSP disclosed that it initially submitted a non-binding offer of €48.50 per share on July 1, which Arcadis rejected on July 14. WSP subsequently increased its proposal to €51.50 per share and has called on Arcadis’ boards to engage in discussions regarding a potential friendly, recommended transaction.

Under the proposed terms, Arcadis shareholders would be able to elect to receive either cash or WSP shares, subject to proration mechanics if one option is oversubscribed. Overall, the consideration would consist of approximately 50% cash and 50% WSP shares. WSP said the structure would allow Arcadis shareholders to participate in the future growth and value creation of the combined company.

WSP emphasized that the revised offer represents a significant premium to Arcadis’ historical trading levels. According to the company, the proposal reflects a 45.8% premium to Arcadis’ unaffected closing share price on July 22, 2026, as well as substantial premiums to the company’s three-, six-, and twelve-month volume-weighted average share prices.

In announcing the proposal, WSP highlighted what it sees as the strategic benefits of combining the two organizations. The company said a merger would create a stronger global engineering and consulting platform with enhanced scale, technical expertise, geographic reach, and digital capabilities. WSP also pointed to opportunities for operational efficiencies, cross-selling, accelerated innovation, and greater adoption of artificial intelligence technologies through a larger pool of proprietary project data and engineering knowledge.

WSP CEO Alexandre L’Heureux described Arcadis as a highly respected company with a 135-year history and said the combination would create a global leader better positioned to serve clients, invest in talent, and deliver long-term value for shareholders and stakeholders.

Arcadis, however, remains unconvinced. Following a review by its financial and legal advisers, the company’s Boards unanimously rejected the revised proposal, stating that it is not in the best interests of shareholders, employees, clients, or other stakeholders.

The company cited three principal reasons for its decision. First, Arcadis believes the proposal undervalues its value, strategic position and long-term growth prospects. The boards noted that the offer does not adequately reflect the value expected to be generated through the execution of Arcadis’ standalone strategy, supported by strong operational performance and newly announced medium-term financial targets.

Second, Arcadis expressed concerns about the substantial stock component of the proposed consideration. With roughly half of the offer payable in WSP shares, the company said shareholders would be exposed to a different risk profile, including higher leverage and a lower expected dividend yield than a standalone investment in Arcadis.

Finally, Arcadis pointed to potential execution, integration, and cultural risks, as well as uncertainty regarding transaction timing and completion.

“Our H1 2026 performance demonstrates that our growth trajectory is moving in the right direction,” said Arcadis CEO Heather Polinsky. She added that the company remains confident that its independent strategy offers the best route to long-term value creation.

No definitive agreement has been reached.

Read the full July 29 press release from Arcadis here.

Read the full July 14 press release from WSP Global here.

SOURCE – WSP Global and Arcadis

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