WSP provides regulatory update on its proposed combination with Arcadis

This is a public announcement by WSP Global Inc. ("WSP"). This press release is issued pursuant to Section 7 paragraph 1 sub a of the Dutch Decree on Public Takeover Bids (Besluit openbare biedingen Wft) in connection with the intended public offer by WSP for the entire issued and outstanding share capital of Arcadis N.V. (“Arcadis”). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”). This press release is not for release, publication or distribution, in whole or in part, in, into or from, directly or indirectly, in any jurisdiction in which such release, publication or distribution would be unlawful.

MONTREAL, Aug. 20, 2026 (GLOBE NEWSWIRE) -- WSP Global Inc., one of the world’s leading engineering, science and infrastructure solutions firms, today reconfirms, following its announcement on July 24, 2026, its intention to pursue a combination with Arcadis through a friendly, recommended public offer for the entire issued and outstanding share capital of Arcadis. This press release constitutes the mandatory four-week update required by the Dutch public offer rules.

WSP remains convinced that a combination of Arcadis and WSP represents a highly compelling opportunity for both companies and their stakeholders. The proposed combination would create significantly enhanced scale, increased diversification and resilience, broader capabilities across verticals, and an expanded and more balanced geographic platform across North America, Europe and Australia that is uniquely equipped to invest for growth in talent and digital innovation and to meet continuously evolving and increasingly complex client needs through deeper, more efficient and more comprehensive solutions, to the benefit of all stakeholders, including employees, customers, partners, shareholders and communities. Further, the industrial logic of a combination has only strengthened as clients increasingly seek partners with greater scale, broader technical capabilities and global delivery platforms.

Despite multiple invitations over the past several months, the Arcadis boards have not yet engaged with WSP regarding its proposals. WSP continues to seek constructive engagement to determine whether a mutually agreeable transaction can be achieved. WSP believes that the strategic rationale, value creation opportunity and beneficial impact on all stakeholders underlying a combination of Arcadis and WSP can only be fully realized through a negotiated transaction supported by the Arcadis boards.

WSP will proceed with the preparation of the Offer Memorandum in relation to the transaction, which it intends to submit to the AFM for review and approval no later than October 15, 2026.

Further announcements will be made if and when appropriate or required.

Forward-Looking Statements

Certain information contained in this press release is not based on historical or current facts and may constitute forward-looking statements or forward-looking information (collectively, “forward-looking statements”) under Canadian securities laws. Forward-looking statements may include estimates, plans, strategic ambitions, objectives, expectations, opinions, forecasts, projections, guidance, outlook or other statements that are not statements of fact, including references to assumptions.

Forward-looking statements made by WSP in this document include, without limitation, statements about the potential transaction with Arcadis, the benefits, synergies and opportunities of such potential transaction; and the expected submission of the Offer Memorandum with the AFM and the timing thereof.

Forward-looking statements made by WSP are based on a number of assumptions believed by WSP to be reasonable as at the date hereof, including assumptions set out through this press release and including, without limitation, the following principal assumptions about whether the potential transaction will be approved by the Arcadis boards, whether any definitive agreement will be successfully negotiated and executed in connection with the potential transaction, whether the potential transaction or any other transaction will be consummated; whether any required regulatory approvals will be obtained; WSP’s ability to retain and attract new business, achieve synergies and maintain market position arising from successful integration plans relating to the potential transaction; WSP’s ability to complete the integration of Arcadis within anticipated time periods and at expected cost levels; WSP’s ability to attract and retain key employees in connection with the potential transaction; Management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the potential transaction and resulting impact on growth and accretion in various financial metrics; and Management’s expectations in relation to the future performance and economic conditions and other factors in relation to Arcadis.

Although WSP believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. In evaluating these forward-looking statements, investors should specifically consider various risk factors, which, if realized, could cause WSP's actual results or events to differ materially from those expressed or implied in forward-looking statements. Such risk factors include, but are not limited to, the possibility for the potential transaction, even if a definitive agreement is entered into, not to be completed on the terms or conditions, or on the timing, contemplated thereby, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, the minimum acceptance level from shareholders for the potential transaction and other conditions (including the receipt of any regulatory approvals) to the closing of the potential transaction or for other reasons; failure to implement sufficient corporate and business initiatives; increases in real estate costs; the deterioration of our financial position or net cash position; our working capital requirements; our accounts receivable; our increased indebtedness and raising capital; the impairment of long-lived assets; our foreign currency exposure; our income taxes; as well as other risks detailed from time to time in reports filed by WSP with securities regulators or securities commissions or other documents that WSP makes public, which may cause actual results or events to differ materially from the results expressed or implied in any forward-looking statement.

These and other risk factors that could cause actual results or events to differ materially from our expectations expressed in, or implied by, our forward-looking statements are discussed in greater detail in section 20, “Risk Factors” of WSP’s MD&A for the fourth quarter and year ended December 31, 2025 and as supplemented by section 17, “Risk Factors” of WSP’s MD&A for the second quarter ended June 26, 2026, which are available on SEDAR+ at www.sedarplus.ca and which sections are incorporated herein by reference. Actual results and events may be significantly different from what we currently expect because of the risks associated with our business, industry and global economy and of the assumptions made in relation to these risks. As such, there can be no assurance that actual results will be consistent with forward-looking statements.

The forward-looking statements contained in this press release describe WSP’s expectations as of the date hereof and, accordingly, are subject to change after such date. Except as may be required under Canadian securities laws, WSP does not assume any obligation to publicly update or to revise any forward-looking statements made in this press release, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. WSP may also make oral forward-looking statements from time to time. WSP advises that the above paragraphs and the risk factors set forth in section 20, “Risk factors” of WSP’s MD&A for the fourth quarter and year ended December 31, 2025, and as supplemented by section 17, “Risk Factors” of WSP’s MD&A for the second quarter ended June 26, 2026 should be read for a description of certain factors that could cause the actual results of WSP to differ materially from the results expressed or implied in any oral forward-looking statements. Readers should not place undue reliance on forward-looking statements.

About WSP

WSP is one of the world’s leading engineering, science and infrastructure solutions firms, uniting its multidisciplinary expertise to shape communities to advance humanity. From local beginnings to a globe-spanning presence today, WSP operates in over 50 countries and employs approximately 83,000 professionals, known as Visioneers. Together, they pioneer solutions and deliver innovative projects in the transportation, infrastructure, environment, building, energy, water, mining, and metals sectors. WSP is publicly listed on the Toronto Stock Exchange (TSX:WSP).

For more information, please contact:

Alain Michaud
Chief Financial Officer
WSP Global Inc.
alain.michaud@wsp.com 
Phone: 438-843-7317