8-K - TTEK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

January 19, 2023

TETRA TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-19655	95-4148514
(State or other jurisdiction<br> of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br> <br>Identification Number)

3475 East Foothill Boulevard, Pasadena,California 91107

(Address of principal executive office, including zip code)

(626) 351-4664

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TTEK	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.01	Completion of Acquisition or Disposition of Assets.

As previously announced, on September 23, 2022, Tetra Tech, Inc. (the “Company”) issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “UK Code”), disclosing that the Company and the board of directors of RPS Group plc (“RPS”) had reached an agreement on the terms of a recommended cash offer by the Company for the acquisition of the entire issued and to-be-issued share capital of RPS (the “Acquisition”). The Acquisition will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the UK Companies Act of 2006 (the “UK Companies Act”). In connection with the Acquisition, (i) the Company and RPS have entered into various documents including a Cooperation Agreement, dated September 23, 2022 (the “Cooperation Agreement”) and (ii) the Company and Bank of America, N.A., as administrative agent and lender (“BofA”), have entered into various documents including a Bridge Credit Agreement, dated September 23, 2022 (the “Bridge Credit Agreement”). Pursuant to the Acquisition, RPS shareholders are entitled to receive 222 pence in cash for each RPS share held by such shareholder.

The foregoing summary description of the Acquisition does not purport to be complete and is qualified in its entirety by reference to the terms of the Acquisition described in the Rule 2.7 Announcement and the Cooperation Agreement. Copies of the Rule 2.7 Announcement and the Cooperation Agreement are attached as Exhibits 2.01 and 2.02, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Notice to Shareholders Regarding UK DisclosureRequirements

The Company directs the attention of its shareholders to certain disclosure requirements applicable to the Acquisition. The relevant disclosure requirements are set out in Rule 8 of the UK Code, which is published and administered by the Takeover Panel (the “Panel”). In particular, Rule 8.3 of the UK Code requires that any person who is interested (directly and indirectly) in 1% or more of any class of relevant securities of any party to the offer must make (a) an “Opening Position Disclosure” and (b) a “Dealing Disclosure” if they deal in any relevant security of any party to the offer during the offer period. The Company’s ordinary shares are relevant securities for the purposes of this offer period.

Further information about the Panel’s disclosure regime is available at: http://www.thetakeoverpanel.org.uk/disclosure. If a Company shareholder has any questions on these disclosure requirements, the Panel’s Market Surveillance Unit can be contacted on +44 (0)20 7638 0129.

Item 7.01	Regulation FD Disclosure

On January 19, 2023, the Company and RPS published a joint press release announcing that the High Court of Justice in England and Wales had sanctioned the Scheme with an anticipated effective date of January 23, 2023, conditioned upon delivery of a copy of the court order to the Registrar of Companies. On January 23, 2023, the Company and RPS published a joint press release announcing that, following delivery of the court order, the Scheme had become effective and the entire issued and to-be-issued share capital of RPS was owned by the Company. A copy of each of the January 19, 2023 and January 23, 2023 press releases are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

On January 24, 2023, the Company and RPS published a joint press release announcing that shares of RPS were de-listed from the London Stock Exchange and admission to trading of shares of RPS stock on the London Stock Exchange was cancelled. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. Additionally, on January 24, 2023 the Company published a separate press release announcing the consummation of the Acquisition. A copy of the press release is attached as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Item 7.01, including Exhibits 99.1, 99.2, 99.3, and 99.4 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates any such information by reference.

Item 9.01.	Financial Statements and Exhibits.
(a)	Financial Statements of Business Acquired
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The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b)	Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits

Exhibit <br><br>Number	Exhibit Title or Description
2.01	Rule 2.7 Announcement, dated as of September 23, 2022 (Incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2022)*
2.02	Cooperation Agreement, dated as of September 23, 2022 (Incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2022)*
99.1	Press Release issued by the Company and RPS, dated January 19, 2023
99.2	Press Release issued by the Company and RPS, dated January 23, 2023
99.3	Press Release issued by the Company and RPS, dated January 24, 2023
99.4	Press Release issued by the Company, dated January 24, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules and exhibits have been omitted pursuant to Items 601(a)(5) of Regulation S-K, and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Tetra Tech, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TETRA TECH, INC.
Date: January 24, 2023	By:	/s/ DAN L. BATRACK
		Dan L. Batrack
		Chairman and Chief Executive Officer

Exhibit 99.1

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTIONIN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANTLAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

19 January 2023

RECOMMENDED CASH ACQUISITION

RPS Group plc (“RPS”)by

Tetra Tech UK Holdings Limited(“Tetra Tech”)a wholly-owned subsidiary of Tetra Tech, Inc.

Court Sanction of Scheme ofArrangement

On 23 September 2022, the boards of directors of RPS, Tetra Tech and Tetra Tech, Inc. announced that they had agreed the terms of a recommended cash offer pursuant to which Tetra Tech will acquire the entire issued and to be issued share capital of RPS (the “Acquisition”), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). The circular in relation to the Scheme (the “Scheme Document”) was published on 11 October 2022.

On 3 November 2022 the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the Special Resolution in connection with the implementation of the Scheme was passed by the requisite majority of RPS Shareholders at the General Meeting.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document. All references to times in this announcement are to London time, unless otherwise stated.

Scheme Sanctioned by Court

RPS and Tetra Tech are pleased to announce that the High Court of Justice in England and Wales has today sanctioned the Scheme pursuant to which the Acquisition is being implemented.

It is anticipated that the Effective Date will be 23 January 2023, conditional upon the delivery of a copy of the Court Order to the Registrar of Companies.

Next steps and timetable

There has been no material change to the expected timetable of principal events for the Acquisition set out in the announcement made by RPS in relation to the receipt of regulatory clearances on 12 December 2022.

Applications have been made for the suspension of trading in RPS Shares on the London Stock Exchange’s main market for listed securities and the listing of RPS Shares on the premium listing segment of the Official List of the Financial Conduct Authority and such suspensions are expected to take effect by 7.30 a.m. on 23 January 2023. The last day of dealings in, and for the registration and transfer of, RPS Shares, will be 20 January 2023. The de-listing of RPS Shares from the premium listing segment of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of RPS Shares on the London Stock Exchange’s Main Market for listed securities have also been applied for and will, subject to the Scheme becoming Effective, take effect at 8.00 a.m. on 24 January 2023. Further announcements will be made when the Scheme has become Effective and when the RPS Shares have been de-listed and cancelled from trading.

Full details of the Acquisition are set out in the Scheme Document.

Enquiries:

RPS
John Douglas, Chief Executive Officer <br><br>Judith Cottrell, Group Finance Director	+44 1235 863 206
Gleacher Shacklock (Lead Financial Adviser to RPS)
Tim Shacklock <br><br>James Dawson<br><br> Tom Quinn	+44 20 7484 1150
AEC Advisors (Financial Adviser to RPS) <br><br>Andrej Avelini	+ **** 917 763 0393
Tetra Tech
Jim Wu, Investor Relations	+ 1 626 470 2844
BofA Securities (Financial Adviser to Tetra Tech, Inc. and Tetra Tech)
Edward Peel<br><br> Geoff Iles <br><br>Tom Brown	+44 20 7628 1000

DLA Piper UK LLP is retained as legal adviser to RPS. Hogan Lovells International LLP is retained as international legal adviser to Tetra Tech, Inc. and Tetra Tech.

Important Notices

Gleacher Shacklock LLP (“Gleacher Shacklock”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and will not be responsible to anyone other than RPS for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the Acquisition or any matter referred to herein.

AEC Advisors LLC (“AECAdvisors”), which provides M&A advice under an exemption from registration issued by the United States Securities and Exchange Commission (“SEC”), is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and shall not be responsible to anyone other than RPS for providing the protections afforded to clients of AEC Advisors nor for providing advice in connection with the Acquisition or any matter referred to herein. No representation or warranty, express or implied, is made by AEC Advisors as to the contents of this announcement.

Merrill Lynch International (“BofA Securities”), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Tetra Tech, Inc. and Tetra Tech in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Tetra Tech, Inc. and Tetra Tech for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement or any other matters referred to in this Announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.

Overseas Shareholders

This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any jurisdiction other than the United Kingdom. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Unless otherwise determined by Tetra Tech or Tetra Tech, Inc., or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. If the Acquisition is implemented (with the consent of the Takeover Panel) by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to RPS Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

If any Overseas Shareholder remains in any doubt, it should consult an appropriate independent professional adviser in its relevant jurisdiction without delay. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

RPS Shareholders in the United States should note that the Acquisition relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended (the “USExchange Act”).

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

However, if Tetra Tech were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Tetra Tech and no one else.

In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Tetra Tech or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of RPS outside the United States, other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including United Kingdom laws and the US Exchange Act. Any such purchases by Tetra Tech or its or its nominees, or its brokers (acting as agents), will not be made at prices higher than the price of the Acquisition provided in this announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required in the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com.

This announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States. Neither the Acquisition nor this announcement have been approved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities approved or disapproved or passed judgment upon the fairness or the merits of the Acquisition, or determined if this announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Each RPS Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

Except where otherwise indicated, financial information relating to RPS and/or the RPS Group included in this announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Tetra Tech, Inc. is incorporated under the laws of Delaware and RPS is organised under the laws of England and Wales. Some or all of the officers and directors of Tetra Tech Inc., Tetra Tech and RPS may be residents of countries other than the United States. In addition, most of the assets of RPS are located outside the United States. As a result, it may be difficult for US shareholders of RPS to effect service of process within the United States upon Tetra Tech, Inc., Tetra Tech and RPS or their respective officers or directors or to enforce against them a judgment of a US court predicated upon the federal or state securities laws of the United States.

Additional information for Canadian investors

Holders of RPS Shares resident or located in Canada should note that the Acquisition relates to shares of an English company and is proposed to be implemented by means of a scheme of arrangement provided for under the laws of England and Wales (although Tetra Tech reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the Takeover Panel’s consent). A transaction implemented by means of a scheme of arrangement is not subject to the provisions of Canadian provincial securities laws applicable to take-over bids. Accordingly, the Acquisition is subject to applicable disclosure and other procedural requirements and practices applicable in the United Kingdom, which differ from those applicable to take-over bids under Canadian provincial securities laws. Except where otherwise indicated, the financial information included in this announcement and the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of Canadian companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in Canada. If the Acquisition is implemented by way of a Takeover Offer, that offer will be made in compliance with (or pursuant to available exemptions from) the applicable requirements of Canadian provincial securities laws.

The receipt of cash pursuant to the Acquisition by a Canadian holder as consideration for the transfer of its RPS Shares pursuant to the Scheme may be a taxable transaction for Canadian federal income tax purposes and under applicable Canadian provincial income tax laws, as well as foreign and other tax laws. Each RPS Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.

RPS is located in a country other than Canada, and some or all of its officers and directors may be residents of a country other than Canada. It may be difficult for Canadian holders of RPS Shares to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organised under the laws of a foreign jurisdiction or resides outside Canada, even if the party has appointed an agent for service of process.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by RPS, Tetra Tech or any member of the Wider Tetra Tech Group or Wider RPS Group contains statements which are, or may be deemed to be, “forward-looking statements” under applicable securities laws. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which RPS, Tetra Tech, any member of the Wider Tetra Tech Group, the Wider RPS Group or the Enlarged Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward-looking statements contained in this announcement relate to future events, including RPS, Tetra Tech, any member of the Wider Tetra Tech Group, the Wider RPS Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition, certain plans and objectives of the boards of directors of RPS, Tetra Tech, any member of the Wider Tetra Tech Group or Wider RPS Group, expectations regarding whether the Acquisition will be completed, including whether any conditions to Completion will be satisfied, and the anticipated timing for Completion, the expected effects of the Acquisition on RPS, Tetra Tech, any member of the Wider Tetra Tech Group or Wider RPS Group; as well as the financial condition, results of operations and businesses of Tetra Tech, any member of the Wider Tetra Tech Group, RPS or the Wider RPS Group following the implementation of the Acquisition, and other statements other than historical facts. These include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, synergies, indebtedness, financial condition, dividend policy, losses and future prospects of RPS, Tetra Tech, the Wider Tetra Tech Group, the Wider RPS Group and/or the Enlarged Group; (ii) business and management strategies and the expansion and growth of RPS’, Tetra Tech’s, any member of the Wider Tetra Tech Group’s, the Wider RPS Group’s and/or the Enlarged Group’s operations, benefits and potential synergies resulting from the Acquisition; (iii) expectations regarding the integration of the Wider RPS Group and timing thereof; (iv) expectations regarding anticipated cost savings, operating efficiencies and operational, competitive and cost synergies, and the manner of achieving such synergies; and (v) the effects of global economic conditions and governmental regulation on RPS’, Tetra Tech’s, any member of the Wider Tetra Tech Group’s, the Wider RPS Group’s or the Enlarged Group’s businesses. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Such forward-looking statements reflect current beliefs of management of RPS or Tetra Tech, as applicable, and are based on certain factors and assumptions, which by their nature are subject to inherent risks and uncertainties. While RPS and Tetra Tech consider these factors and assumptions to be reasonable based on information available as at the date hereof, actual events or results could differ materially from the results, predictions, forecasts, conclusions, or projections expressed or implied in the forward-looking statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in, and assumptions about, the global, political, economic, business, competitive, market and regulatory forces and conditions, future exchange and interest rates, changes in tax rates, future business combinations or disposals, any epidemic, pandemic or disease outbreak, the satisfaction of the conditions to Completion on the proposed terms and schedule, the state of the global economy and the economies of the regions in which RPS, Tetra Tech, the Wider Tetra Tech Group and/or the Wider RPS Group operate, the state of and access to global and local capital and credit markets, the availability of borrowings to be drawn down under, and the utilisation of, various elements and components of Tetra Tech’s financing plan in accordance with their respective terms; the sufficiency of Tetra Tech’s, the Wider Tetra Tech Group’s or the Wider RPS Group’s liquidity and working capital requirements for the foreseeable future; the ability of the Tetra Tech Group and the Wider RPS Group to successfully integrate their respective businesses, processes, systems and operations and retain key employees, the Enlarged Group’s ability to make acquisitions and its ability to integrate or manage such acquired businesses, and the anticipated impacts of the COVID-19 pandemic and the Russia-Ukraine war on RPS’, Tetra Tech’s, the Wider Tetra Tech Group’s, the Wider RPS Group’s or the Enlarged Group’s businesses, operating results, cash flows and/or financial condition, including the effect of measures implemented as a result of the COVID-19 pandemic and the Russia-Ukraine war and, as relates to Tetra Tech specifically, risks, uncertainties and assumptions relating to the potential failure to realise anticipated benefits from the Acquisition, currency exchange risk and foreign currency exposure related to the purchase price of the Acquisition, the absence of deal protection mechanisms under the Acquisition, Tetra Tech’s reliance upon information provided by RPS in connection with the Acquisition and publicly available information, risks associated with historical and pro forma financial information, potential undisclosed costs or liabilities associated with the Acquisition, Tetra Tech or RPS being adversely impacted during the pendency of the Acquisition, and change of control and other similar provisions and fees; Tetra Tech’s ability to retain and attract new business, achieve synergies and maintain market position arising from successful integration plans relating to the Acquisition, Tetra Tech’s ability to otherwise complete the integration of RPS within anticipated time periods and at expected cost levels, Tetra Tech’s ability to attract and retain key employees in connection with the Acquisition, management’s estimates and expectations in relation to future economic and business conditions and other factors in relation to the Acquisition and resulting impact on growth and accretion in various financial metrics, the realisation of the expected strategic, financial and other benefits of the Acquisition in the timeframe anticipated, the accuracy and completeness of public and other disclosure (including financial disclosure) by RPS If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Accordingly, Tetra Tech and RPS can give no assurance that such expectations, estimations or projections will prove to be correct and such forward-looking statements should therefore be construed in the light of such factors. Tetra Tech and RPS caution that the foregoing list of risk factors is not exhaustive. Neither RPS nor any of Tetra Tech or any member of the Wider Tetra Tech Group or the Wider RPS Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement shall actually occur or that actual results will be consistent with forward-looking statements. Given these risks and uncertainties, readers should not place any reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group’s operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Tetra Tech Group or RPS Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

Tetra Tech and RPS expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share for Tetra Tech or RPS, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Tetra Tech or RPS, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by RPS Shareholders, persons with information rights and other relevant persons for the receipt of communications from RPS may be provided to Tetra Tech or Tetra Tech, Inc. during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Publication on website and availability ofhard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Tetra Tech, Inc.’s and RPS’ websites at https://www.tetratech.com/investor-offer and https://www.rpsgroup.com/tetra-tech-offer, respectively, by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, RPS Shareholders, persons with information rights and participants in the RPS Share Plans may request a hard copy of this announcement (and any information incorporated in this announcement by reference to another source) free of charge: (i) by telephoning Equiniti on +44 (0)345 504 9911; or (ii) by submitting a request in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 8.30 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement and any such information incorporated in it by reference to another source will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition be sent to them in hard copy form.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Exhibit 99.2

FOR IMMEDIATE RELEASE

23 January 2023

RECOMMENDED CASH ACQUISITION

RPS Group plc (“RPS”)by

Tetra Tech UK Holdings Limited(“Tetra Tech”)a wholly-owned subsidiary of Tetra Tech, Inc.

Scheme of Arrangement BecomesEffective

On 19 January 2023, RPS and Tetra Tech announced that the High Court of Justice in England and Wales had sanctioned the Scheme at the Court Hearing held on 19 January 2023.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document. All references to times in this announcement are to London time, unless otherwise stated.

Completion of Recommended Offer

RPS and Tetra Tech are pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital of RPS is now owned by Tetra Tech.

Settlement of the Consideration

A Scheme Shareholder on the register of members of RPS at the Scheme Record Time, being 6:00 p.m. on 20 January 2023, will be entitled to receive 222 pence in cash for each Scheme Share held.

Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of CREST, electronic payments via existing mandates set up for the purpose of dividend payments or the despatch of cheques (for Scheme Shareholders holding Scheme Shares in certificated or uncertificated form) (or by any other method approved by the Takeover Panel) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.

In the case of Scheme Shares acquired by employees of RPS under the RPS Share Plans (other than the RPS SIPs), cash consideration will be paid to the RPS Group on behalf of the relevant employee to enable payment directly into the applicable bank account as soon as practicable after the Effective Date in accordance with the letters sent to them under Rule 15 of the Code and subject to any deductions that may be required to be made for income tax and/or employee social security payments.

De-listing and next steps

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of RPS Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of RPS Shares on the London Stock Exchange’s Main Market for listed securities, which is expected to take place at 8:00 a.m. on 24 January 2023.

Changes to the Board

As the Scheme has now become effective, RPS duly announces that Kenneth Lever, Allison Bainbridge, Elizabeth Peace, Michael McKelvy and John Douglas have tendered their resignations as directors with effect from 24 January 2023 and will simultaneously stepdown from the RPS Board. Judith Cottrell will remain on the RPS Board. In addition, William Brownlie and Andrew Gillespie will be nominated by Tetra Tech and appointed to the RPS Board with effect from today’s date.

Full details of the Acquisition are set out in the Scheme Document published on 11 October 2022.

Enquiries:

RPS
John Douglas, Chief Executive Officer <br><br> Judith Cottrell, Group Finance Director	+44 1235 863 206
Gleacher Shacklock (Lead Financial Adviser to RPS)
Tim Shacklock <br><br>James Dawson<br><br> Tom Quinn	+44 20 7484 1150
AEC Advisors (Financial Adviser to RPS) <br><br>Andrej Avelini	+ **** 917 763 0393
Tetra Tech
Jim Wu, Investor Relations	+ 1 626 470 2844
BofA Securities (Financial Adviser to Tetra Tech, Inc. and Tetra Tech)
Edward Peel <br><br>Geoff Iles Tom Brown	+44 20 7628 1000

DLA Piper UK LLP is retained as legal adviser to RPS. Hogan Lovells International LLP is retained as international legal adviser to Tetra Tech, Inc. and Tetra Tech.

Important Notices

AEC Advisors LLC (“AEC Advisors”), which provides M&A advice under an exemption from registration issued by the United States Securities and Exchange Commission (“SEC”), is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and shall not be responsible to anyone other than RPS for providing the protections afforded to clients of AEC Advisors nor for providing advice in connection with the Acquisition or any matter referred to herein. No representation or warranty, express or implied, is made by AEC Advisors as to the contents of this announcement.

Further Information

Overseas Shareholders

Additional information for US investors

Additional information for Canadian investors

Except where otherwise indicated, the financial information included in this announcement and the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of Canadian companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in Canada. If the Acquisition is implemented by way of a Takeover Offer, that offer will be made in compliance with (or pursuant to available exemptions from) the applicable requirements of Canadian provincial securities laws.

Cautionary note regarding forward-looking statements

No profit forecasts or estimates

Electronic communications

Publication on website and availability ofhard copies

Exhibit 99.3

FOR IMMEDIATE RELEASE

24 January 2023

RECOMMENDED CASH ACQUISITION

RPS Group plc ("RPS")by

Tetra Tech UK Holdings Limited("Tetra Tech")a wholly-owned subsidiary of Tetra Tech, Inc.

De-listing and Cancellationof Trading of RPS Shares

Further to the announcement made by RPS and Tetra Tech on 23 January 2023 that the Scheme has become Effective in accordance with its terms, RPS announces that, following an application by RPS, the Financial Conduct Authority has cancelled the listing of RPS Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of RPS Shares on the London Stock Exchange's Main Market for listed securities, in each case with effect from 8:00 a.m. (London time) today, 24 January 2023.

Defined terms used but not defined in this announcement have the meanings set out in the scheme document sent to RPS Shareholders dated 11 October 2022.

Enquiries:

RPS
John Douglas, Chief Executive Officer <br><br>Judith Cottrell, Group Finance Director	+44 1235 863 206
Gleacher Shacklock (Lead Financial Adviser to RPS)
Tim Shacklock <br>James Dawson <br>Tom Quinn	+44 20 7484 1150
AEC Advisors (Financial Adviser to RPS)<br><br> <br>****<br> <br>Andrej Avelini	+ 917<br> 763 0393
Tetra Tech
---	---
Jim Wu, Investor Relations	+ 1 626 470 2844
BofA Securities (Financial Adviser to Tetra Tech, Inc. and Tetra Tech)
Edward Peel <br>Geoff Iles <br>Tom Brown	+44 20 7628 1000

DLA Piper UK LLP is retained as legal adviser to RPS. Hogan Lovells International LLP is retained as international legal adviser to Tetra Tech, Inc. and Tetra Tech.

Important Notices

Gleacher Shacklock LLP ("Gleacher Shacklock"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and will not be responsible to anyone other than RPS for providing the protections afforded to clients of Gleacher Shacklock nor for providing advice in connection with the Acquisition or any matter referred to herein.

AEC Advisors LLC ("AEC Advisors"), which provides M&A advice under an exemption from registration issued by the United States Securities and Exchange Commission ("SEC"), is acting exclusively as financial adviser to RPS and no one else in connection with the Acquisition and shall not be responsible to anyone other than RPS for providing the protections afforded to clients of AEC Advisors nor for providing advice in connection with the Acquisition or any matter referred to herein. No representation or warranty, express or implied, is made by AEC Advisors as to the contents of this announcement.

Merrill Lynch International ("BofA Securities"), a subsidiary of Bank of America Corporation, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Tetra Tech, Inc. and Tetra Tech in connection with the matters set out in this Announcement and for no one else and will not be responsible to anyone other than Tetra Tech, Inc. and Tetra Tech for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this Announcement or any other matters referred to in this Announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this Announcement, any statement contained herein or otherwise.

Exhibit 99.4

NEWS RELEASE <br><br> January 24, 2023

Tetra Tech Completes Acquisition of GlobalProfessionalServices Firm RPS Group

Pasadena, California. Tetra Tech, Inc. (NASDAQ: TTEK), a leading provider of high-end consulting and engineering services, announced today its offer to acquire all of the outstanding shares of RPS Group through a United Kingdom (UK) court-approved scheme of arrangement has become effective and the transaction has closed. Trading in RPS Group shares on the London Stock Exchange has been suspended and the outstanding shares of RPS Group are now owned by Tetra Tech.

RPS Group employs 5,000 employees in the United Kingdom, Europe, Asia Pacific, and North America, delivering consulting and engineering solutions for complex projects across key service areas in energy transformation, water, program management, and data analytics. The acquisition will advance Tetra Tech’s market-leading positions in water, renewable energy, and sustainable infrastructure; enhanced by a combined suite of differentiated data analytics and digital technologies.

“We are very pleased to welcome RPS’s 5,000 employees to Tetra Tech,” said Dan Batrack, Tetra Tech Chairman and CEO. “The addition of RPS aligns with our strategy to be the premier global high-end consulting and engineering firm focused on water, environment, and sustainable infrastructure; and allows us to offer our combined staff even greater professional opportunities.”

About Tetra Tech

Tetra Tech is a leading provider of high-end consulting and engineering services for projects worldwide. With 27,000 associates working together, Tetra Tech provides clear solutions to complex problems in water, environment, sustainable infrastructure, renewable energy, and international development. We are Leadingwith Science^®^ to provide sustainable and resilient solutions for our clients. For more information about Tetra Tech, please visit tetratech.com or follow us on LinkedIn, Twitter, and Facebook.

CONTACTS:

Jim Wu, Investor Relations

Charlie MacPherson, Media & Public Relations

(626) 470-2844

Any statements made in this release that arenot based on historical fact are forward-looking statements. Any forward-looking statements made in this release represent management’sbest judgment as to what may occur in the future. However, Tetra Tech’s actual outcome and results are not guaranteed andare subject to certain risks, uncertainties and assumptions (“Future Factors”), and may differ materially from what is expressed. Fora description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussionunder the section “Risk Factors” included in the Company’s Form 10-K and Form 10-Q filings with the Securities andExchange Commission.