Willdan Group, Inc. announced on September 22, 2026, that its wholly owned subsidiary, Willdan Energy Solutions, Inc., has entered into a Membership Interest Purchase Agreement to acquire 100% of the equity securities of Mantis Intermediate Holdings, LLC. The transaction involves the sale of the Subject Securities by Mantis NewCo, LLC to Energy Solutions.
Under the terms of the agreement, the base purchase price is set at $285,000,000. This amount is subject to adjustments based on specific financial metrics defined in the Purchase Agreement. The final price will be increased by the Working Capital Adjustment if Closing Working Capital exceeds Target Working Capital, increased by any Cash, and decreased by the Working Capital Adjustment, Indebtedness, or Transaction Expenses if those figures are higher than the targets.
The closing of the transaction is scheduled to occur on October 30, 2026, or the third business day following the satisfaction of all closing conditions. These conditions include the accuracy of representations and warranties, the expiration of the Hart-Scott-Rodino Antitrust waiting period, and the absence of any legal prohibitions against the deal.
Willdan Group, Inc. has agreed to provide an absolute, unconditional, and irrevocable guarantee to Mantis NewCo, LLC for the full payment of Energy Solutions’ obligations under the Purchase Agreement. Energy Solutions has also secured a commitment for representations and warranties insurance to cover certain breaches by the seller.
