RECOMMENDED INCREASED CASH OFFER FOR HYDER CONSULTING PLC by
ARCADIS UK INVESTMENTS B.V.
a wholly-owned subsidiary of ARCADIS N.V.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Highlights
The Boards of ARCADIS N.V. ("ARCADIS") and Hyder Consulting PLC ("Hyder") are pleased to announce that they have reached agreement on the terms of a recommended increased cash offer (the "Increased Offer") pursuant to which ARCADIS UK Investments B.V. ("AUK Investments"), a wholly-owned subsidiary of ARCADIS, will acquire the entire issued and to be issued ordinary share capital of Hyder not already held by the ARCADIS Group. The Increased Offer is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Consequently, the Board of Hyder has withdrawn its recommendation of the offer by Nippon Koei UK Topco Limited ("Nippon Koei Bidco"), a wholly-owned subsidiary of Nippon Koei Co., Ltd ("Nippon Koei"), of 680 pence per share in cash for the entire issued and to be issued share capital of Hyder announced on 8 August 2014 (the "Nippon Koei Offer").
ARCADIS has today also acquired 6,085,162 Hyder Shares at the Increased Offer Price, representing in aggregate approximately 15.6 per cent. of the existing issued ordinary share capital of Hyder on 20 August 2014 (being the latest practicable date prior to this announcement).
All Hyder Directors who hold Hyder Shares (and, in the case of Ivor Catto, his wife) have agreed to sell their entire beneficial holdings in Hyder Shares to ARCADIS at the Increased Offer Price. It is expected that these transactions will complete shortly following this announcement. These holdings total 283,137 Hyder Shares, representing approximately 0.7 per cent. of the ordinary share capital of Hyder in issue on 20 August 2014 (being the latest practicable date prior to this announcement).
Under the terms of the Increased Offer, Hyder Shareholders will be entitled to receive:
for each Hyder Share
730 pence in cash


· The Increased Offer values the entire issued and to be issued ordinary share capital of Hyder at approximately £288 million and represents:

- a 50 pence per Hyder Share increase on the Nippon Koei Offer;

- a premium of approximately 55.6 per cent. to the Closing Price per Hyder Share of 469 pence on 30 July 2014 (being the latest date prior to commencement of the Offer Period);

- a premium of approximately 57.4 per cent. to the Volume Weighted Average Price per Hyder Share of 464 pence 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 £23.6 million. Including the realisation of synergies by year-end 2016, the Enterprise Value of the Increased Offer is 7.7 times Hyder's 2014 EBITDA.

· The Hyder Directors, who have been so advised by Investec, consider the terms of the Increased Offer to be fair and reasonable. In providing advice to the Hyder Directors, Investec has taken into account the commercial assessments of the Hyder Directors.

· Accordingly, the Hyder Directors intend unanimously to recommend that Hyder Shareholders vote in favour of the resolutions relating to the Scheme at the Court Meeting and at the General Meeting.

· AUK Investments retains the benefit of irrevocable undertakings received from Sir Alan Thomas, the former Chairman of Hyder, and his wife, to vote in favour of the resolutions relating to the Scheme at the Court Meeting and at the General Meeting, in respect of a total of 876,780 Hyder Shares, representing, in aggregate, approximately 2.3 per cent. of the ordinary share capital of Hyder in issue on 20 August 2014 (being the latest practicable date prior to this announcement). Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

· Accordingly, in aggregate, ARCADIS and AUK Investments have acquired, agreed to acquire or received irrevocable undertakings on the terms set out above in respect of, in total, 7,245,079 Hyder Shares, representing, in aggregate, approximately 18.6 per cent. of Hyder's issued ordinary share capital as at 20 August 2014 (being the latest practicable date prior to this announcement).

· The transaction is expected to be accretive to ARCADIS' EPS within the first full year after the Increased Offer completes.

· The ARCADIS Directors believe there is a compelling strategic rationale for the combination of Hyder and ARCADIS:

- the acquisition of Hyder is a natural step in the evolution of ARCADIS as the world's leading global design and consultancy firm;

- the addition of Hyder's leading design and engineering capabilities strengthens ARCADIS' integrated service offering in specific market sectors (infrastructure, buildings, water, natural resources) and geographies;

- the Enlarged Group will have a wider customer base, which the ARCADIS Directors believe will benefit from ARCADIS' greater scope and increased scale, bringing them new services and expertise;

- ARCADIS and Hyder operate in highly complementary geographies, strengthening ARCADIS' positions across key geographies, and establishing a footprint in new target markets sooner than previously anticipated;

- Hyder's global design excellence centres will provide ARCADIS with a strong base for its own global worksharing programme;

- the Enlarged Group will be able to achieve significant revenue and cost synergies including savings through the use of global design excellence centres; and

- ARCADIS and Hyder have a strong cultural fit and share core values; ARCADIS will benefit from being able to leverage the best talent across both businesses, whilst employees of the Enlarged Group will enjoy the significant career opportunities presented in a larger company.

· The Hyder Board agrees with ARCADIS that there is compelling strategic and operational merit to the combination of Hyder and ARCADIS and welcomes AUK Investment's Increased Offer on behalf of Hyder's shareholders, clients and people.

· AUK Investments is providing the cash consideration payable under the Increased Offer from an acquisition financing facility arranged by HSBC Bank plc, ING Bank N.V. and BNP Paribas Fortis SA/NV for these purposes.

· ARCADIS, a company incorporated in The Netherlands, founded in 1888, is the leading global natural and built asset design and consultancy firm, working in partnership with its clients to deliver exceptional and sustainable outcomes through the application of design, consultancy, engineering, project and management services. ARCADIS differentiates itself through its talented and passionate people and its unique combination of capabilities covering the whole asset life cycle, its deep market sector insights and its ability to integrate health and safety and sustainability into the design and delivery of solutions across the globe. ARCADIS is publicly listed on the NYSE Euronext Amsterdam with a market capitalisation of approximately €1.74 billion as at 20 August 2014. ARCADIS reported gross revenues and Operating EBITA for the year ended 31 December 2013 of €2.5 billion and €188.4 million respectively, has approximately 22,000 employees and operates globally with a presence in North America, Emerging Markets, Continental Europe and the United Kingdom.

· Hyder is one of the world's longest established engineering consultancies, with a heritage that spans over two centuries. Headquartered in the UK, Hyder operates in Asia, Australia, the Middle East, Germany and the United Kingdom. Hyder employs approximately 4,500 people and applies global expertise coupled with local knowledge to create award winning solutions for the transport, property, utilities and environment sectors. Hyder has been listed on the London Stock Exchange since 2002, and reported revenues and EBITDA for the year ended 31 March 2014 of £296.8 million and £23.6 million respectively.

· Further details of the Increased Offer and the Scheme will be contained in the Scheme Document which will be despatched to Hyder Shareholders and, for information purposes only, to participants in the Hyder Share Option Schemes as soon as reasonably practicable.

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. 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. Hyder's engineering strength in transportation, property and utilities will further strengthen ARCADIS' leadership positions across its Global Business lines, particularly in Infrastructure (Rail & Road), Buildings and Water (Treatment & Distribution). Hyder's commitment to the creation of global design excellence centres is consistent with ARCADIS' strategic priorities in its global worksharing programme - ARCADIS' global reach provides an opportunity to further expand these capabilities.

"A steering committee, jointly led by Ivor Catto, CEO of Hyder, and Stephan Ritter, Executive Board member of ARCADIS, will create the detailed strategy and optimal operating model of the combined businesses in order to optimise the benefits of the combination.

"The combined rich histories, shared values and strong cultural fit make the two organisations natural partners where exciting career opportunities will be afforded by a stronger growth platform for staff in both companies.

"The transaction will create value for ARCADIS shareholders by accelerating our sustainable growth | performance | collaboration strategy and through the synergy opportunities that arise from the combination."

Commenting on the Increased Offer, Ivor Catto, Chief Executive of Hyder said:

"The Hyder Board and management team is delighted that ARCADIS has made this increased offer of 730 pence 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.

"I look forward to working with Stephan Ritter on the steering committee to create the strategy and optimal operating model for the combined businesses.

"The Hyder Board has no hesitation in unanimously recommending ARCADIS' Increased Offer and the combination of ARCADIS and Hyder, as demonstrated by our agreement to sell our Hyder Shares to ARCADIS at the Increased Offer Price."

This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Increased Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III contains a summary of the irrevocable undertakings received by AUK Investments. Appendix IV contains definitions of certain expressions used in this summary and in this announcement.