Jacobs has reached an agreement to acquire the remaining shares of PA Consulting that it does not already own, taking full ownership of the innovation and transformation consultancy. The transaction is designed to deepen Jacobs’ push into higher-value advisory and transformation work, including artificial intelligence-driven programs, while strengthening its ability to serve clients across the whole asset lifecycle.
Under the terms of the deal, Jacobs will pay an upfront consideration of approximately £1.216 billion ($1.6 billion) for the remaining stake, which is held primarily by current and former PA employees. The consideration will be paid 80% in cash and 20% in Jacobs shares, subject to expected adjustments through closing and net of certain transaction expenses payable by shareholders.
The upfront payment implies a valuation for 100% of PA Consulting of approximately £3.05 billion. Jacobs said that equates to 13.0x expected calendar-year 2025 adjusted EBITDA before synergies and 12.3x including estimated savings. The transaction also includes £75 million in deferred consideration expected to be paid in Jacobs shares valued on the second anniversary of the closing.
Jacobs expects the acquisition to be accretive to adjusted earnings per share in the first 12 months after close and to improve the company’s adjusted EBITDA margin post-close. Jacobs said that if it had fully owned PA Consulting for all of fiscal 2025, its adjusted EBITDA margin would have been 14.5% compared with its actual adjusted EBITDA margin of 13.9%. The company is targeting cost synergies of £12 million to £15 million to be realized within 24 months after closing.
Strategically, Jacobs is positioning the combined business as an “end-to-end” partner spanning front-end strategy and design through delivery, operations, and maintenance. The company also highlighted a stronger presence in resilient sectors such as advanced manufacturing, life sciences, and critical infrastructure, along with expanded participation in advisory and AI/digital projects. Jacobs said the combination should also support more integrated pursuit of joint bids, improving collaboration and decision-making through streamlined governance.
The transaction has been unanimously approved by Jacobs’ board and PA’s stakeholder representatives. PA’s stakeholder representatives and members of the key leadership team have provided irrevocable undertakings to vote in favor of the deal. The acquisition is expected to be implemented via a U.K. Scheme of Arrangement and remains subject to customary closing conditions, including approval of PA shareholders and the U.K. Court. Jacobs expects the transaction to close by the end of its fiscal 2026 second quarter.
Jacobs plans to fund the cash portion of the upfront consideration through a combination of cash on hand and existing and incremental debt facilities.
Support: Centerview Partners and Perella Weinberg Partners are advising Jacobs financially, with Akin Gump as legal counsel. Goldman Sachs is advising PA Consulting financially, with Milbank serving as legal counsel.
KEY QUOTES:
“Since our strategic investment in March 2021, our collaboration with PA Consulting has accelerated profitable growth and reinforced Jacobs’ leadership as we redefine the asset lifecycle — embedding us earlier in client journeys and expanding our impact across strategy, transformation and advisory. Jacobs’ deep understanding of infrastructure delivery, capital asset cycles and highly technical program management complement PA Consulting’s strategic advisory, innovation and transformation capabilities – together enabling us to transform bold ideas into practical, optimized outcomes for our clients.”
“This is a key milestone for our business and underscores our disciplined approach for return-focused capital allocation and our priority to drive sustained value creation. Our partnership during the past 4+ years demonstrates we are positioned to enhance Jacobs’ margin profile even further and unlock synergies, including new cross-sell opportunities.”
Jacobs Chair and CEO Bob Pragada
“By fully bringing together the expertise of PA and Jacobs, we can better empower clients to overcome today’s complexities and embrace tomorrow’s opportunities with confidence. We know that, together, we’re making a positive difference to businesses, economies and societies. Investing and extending PA’s valuable brand and positioning in innovation and transformation consulting will enable us to tackle the broadest range of client challenges. Looking ahead, I’m excited to build on what we’ve achieved for clients so far and deliver even greater impact as one global company.”
PA Consulting CEO Christian Norris
