Recommended Merger of GENIVAR Inc. and WSP Group plc to be Implemented by way of a Cash Offer for WSP Group plc ("WSP") by GENIVAR Inc. ("GENIVAR")

Recommended Merger of GENIVAR Inc. and WSP Group plc to be Implemented by way of a Cash Offer for WSP Group plc ("WSP") by GENIVAR Inc. ("GENIVAR") PR Newswire LONDON, June 7, 2012 LONDON, June 7, 2012 /PRNewswire/ -- to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Summary The boards of directors of GENIVAR and WSP are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which GENIVAR (or a direct or indirect wholly-owned subsidiary of GENIVAR Inc.) will acquire the entire issued and to be issued ordinary share capital of WSP in order to effect a merger between the GENIVAR Group and the WSP Group (the "Merger"). The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act. Under the terms of the Merger, WSP Shareholders will be entitled to receive 435 pence in cash for each WSP Share held, valuing the entire issued share capital of WSP at approximately £278 million. The Offer price represents a premium of approximately: 67.3 per cent. to the Closing Price per WSP Share of 260 pence on 6 June 2012 (being the last Business Day prior to the date of this announcement); and 78.1 per cent.