On the Closing Date, WSP Global completed the previously announced acquisition of Ecology and Environment Inc., a New York corporation (the “Company”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 28,
2019, by and among the Company, Parent and Everest Acquisition Corp., a New York corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”),
Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) of the Merger and an indirect wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement and by virtue of the Merger, at the Effective Time, each share of the Company’s Class A common stock, $0.01 par value per share, and Class B common stock, $0.01 par value per share (collectively, the “Company
Shares”), issued and outstanding immediately prior to the Effective Time (other than shares (i) held by the Company (or held in the Company’s treasury), (ii) held by any wholly owned subsidiary of the Company, (iii) held by Parent, Merger Sub or any
other wholly owned subsidiary of Parent (together, clauses (i)-(iii), the “Excluded Shares”) or (iv) held by holders of Class B common stock who made a proper demand for appraisal of the shares in accordance with Section 623 of the New York Business
Corporation Law) but including shares that were, as of the Effective Time, unvested and subject to restrictions, was converted into the right to receive $15.00 in cash (the “Per Share Merger Consideration”), without interest and subject to any
required tax withholding. At the Effective Time, each restricted Company Share that was unvested and on which restrictions had not yet lapsed immediately prior to the Effective Time (i) automatically became fully vested and all restrictions
applicable thereto lapsed and (ii) was converted into the right to receive (A) the Per Share Merger Consideration, less (B) any applicable withholding for taxes. Also, at the Effective Time, each Excluded Share was canceled and retired and ceased to
exist, and no consideration was delivered in exchange therefor, and each share of common stock, $0.01 par value per share, of Merger Sub outstanding immediately prior to the Effective Time was converted into one share of common stock of the Surviving
Corporation, such that as a result of such transactions, immediately following the Effective Time, all shares of common stock of the Surviving Corporation outstanding are held indirectly by Parent.
In addition, pursuant to the Merger Agreement, on December 22, 2019, the board of directors of the Company (the “Board”) declared a one-time, special dividend in the amount of $0.50 in cash per share (the “Special
Dividend”), contingent on the consummation of the Merger and payable to the record holders of Company Shares as of the close of business on the last business day prior to the Effective Time (the “Special Dividend Record Date”), including any shares
that are then unvested and subject to restrictions. The Special Dividend will be paid three business days following the Closing Date (the “Special Dividend Payment Date”).
The description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed on August 28, 2019.
