ARCADIS increases bid to secure Hyder

The board of Hyder has agreed terms to sell the business to consultant ARCADIS after the Dutch firm increased its cash offer to buy the firm.

Antony Oliver
21 August 2014

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ARCADIS' revised offer of 730p per share was made on 21 August and easily trumped Nippon Koei’s previous 680p per share bid to buy the consultant by 50p valuing the firm at around £288M. The original bid by ARCADIS for the Hyder business was 650p per share.

The Board of Hyder said it had withdrawn its recommendation of the offer by Nippon Koei UK and welcomed the new offer by ARCADIS.

Nippon Koei said that it was considering its position and would make a further announcement in due course.

A joint statement relesased on Thursday 21 August by ARCADIS and Hyder said that the increased offer values the Hyder business at approximately £288M and represents:

• a 50 pence per Hyder share increase on the Nippon Koei offer
• a premium of approximately 55.6%. to the closing price per Hyder share of 469p on 30 July 2014 (being the latest date prior to commencement of the Offer Period);
• a premium of approximately 57.4%. to the Volume Weighted Average Price per Hyder share of 464p during the 3 month period to 30 July 2014 (being the latest date prior to commencement of the Offer Period); and
• an Enterprise Value to EBITDA multiple of 12.6 times Hyder's 2014 EBITDA of £23.6M. Including the realisation of synergies by year end 2016, the Enterprise Value of the increased offer is 7.7 times Hyder's 2014 EBITDA.

ARCADIS said it had already acquired 15.6% of Hyder's shares at the higher offer price.

Commenting on the increased offer, Neil McArthur, Chief Executive Officer of ARCADIS said: “Hyder is a unique company with a long history of being involved in the leading edge of design and engineering.”

He added: The geographic coverage and capabilities of the two businesses are highly complementary. In the UK, Germany, Middle East and Asia, Hyder’s design and engineering services fully complement ARCADIS’ design, consultancy and project management services while Hyder’s presence in Australia creates a platform to provide the full range of ARCADIS capabilities.” 

A steering committee, jointly led by Hyder chief executive Ivor Catto and Arcadis executive board director Stephan Ritter will create the detailed strategy and optimal operating model of the combined businesses in order to optimise the benefits of the combination.

Ivor Catto said:“The Hyder Board and management team is delighted that ARCADIS has made this increased offer of 730pence per Hyder share. ARCADIS’ Increased Offer represents compelling value for Hyder shareholders.

“The combined rich histories, shared values, strong strategic and cultural fit and the financial strength of the combined business make the two organisations natural partners. The Board of Hyder welcomes ARCADIS’ Increased Offer on behalf of Hyder’s shareholders, clients and people.”