Wood Group today said that Sidara has now put forward a non-binding conditional offer of 35p per share to buy Wood.

The offer, which would also include a potential 450 million dollar (£342 million) cash injection into Wood, would value the company at around £242 million.

Summary

• The Board of Wood has received a holistic non-binding conditional proposal from Sidara, comprising:
  • a possible offer of 35 pence per Wood share in cash to acquire the entire issued and to be issued share capital of the Company (the “Possible Offer”);
  • a possible capital injection of $450 million from Sidara to Wood; and
  • Wood seeking an extension of, and certain other amendments to, its existing committed debt facilities.
• Sidara has confirmed that it has made significant progress with its due diligence on Wood, including in relation to its review of the points raised in the independent review commissioned by Wood.
• Work continues on a range of alternative refinancing options to provide the Company with an appropriate and sustainable long-term capital structure. Having carefully considered the viability of these options together with its financial advisers, the Board of Wood currently believes that the Possible Offer represents the better option for Wood’s shareholders, creditors and other stakeholders.
• Accordingly, the Board of Wood has indicated to Sidara that, should a firm offer for Wood under Rule 2.7 of the Code for Wood on the terms of the Possible Offer, it would be minded to recommend such an offer to Wood’s shareholders, subject to agreement of the full terms and conditions.

Background

On 24 February 2025, Wood announced that it had received an approach from Dar Al-Handasah Consultants Shair and Partners Holdings Ltd ("Sidara") in relation to a possible cash offer for the entire issued and to be issued share capital of the Company.

On 31 March 2025, Wood announced an update on an independent review being conducted by Deloitte. That update noted that, in light of extensive work needed to conclude its audit for FY24, it is now expected that the Company will not publish its FY24 accounts by 30 April 2025 and, in that case, the Company’s shares would be suspended from trading from that time as work progresses towards completion of its FY24 accounts.

Possible offer from Sidara and pre-conditions to an Offer being made

Following discussions between Wood and Sidara, the Board of Wood has now received a holistic non-binding conditional proposal for Wood, comprising:

• a possible offer from Sidara of 35 pence per Wood share in cash to acquire the entire issued and to be issued share capital of the Company;
• a capital injection of $450 million from Sidara to Wood, as detailed below; and
• Wood seeking an extension of, and certain other amendments to, its existing committed debt facilities (the “Debt Modifications”).

Sidara has confirmed that it has made significant progress with its due diligence on Wood, including in relation to its review of the points raised in the independent review commissioned by Wood.

The announcement by Sidara of any firm offer for Wood under Rule 2.7 of the Code (an “Offer”) is subject to the satisfaction or waiver of certain pre-conditions, including:

1. legally binding agreement(s) in a form satisfactory to Sidara being entered into in respect of the Debt Modifications and the Sidara Liquidity Arrangements (as defined below);
2. the publication of Wood’s audited accounts for the financial year ended 31 December 2024;
3. the unanimous recommendation of such Offer by the Wood Board of Directors and irrevocable undertakings from such directors who hold Wood shares to vote in favour of the Offer;
4. completion of Sidara’s due diligence; and
5. final approval of the Sidara Board of Directors.

Sidara has confirmed to the Board of Wood that, if the Offer is made, it intends to commit to Wood that it will take all required, necessary or advisable steps to satisfy all antitrust and regulatory conditions to the Offer, subject to certain limited carve-outs in the case of regulatory approvals.

Attractive proposition for Wood’s customers and employees

The proposed combination of Wood and Sidara would create a leading global engineering consulting company with enhanced scale, capability and diversification. By bringing together Wood’s deep domain experience with Sidara’s specialist strengths in Energy & Materials, the combined business would be well-positioned to lead and grow in these attractive global markets.

Sidara’s long-term strategic commitment to the energy transition, combined with its complementary end markets and strong geographic reach - particularly in the US and Middle East – is expected to enhance Wood’s established market-leading position and create opportunities for sustainable, scalable growth.

Sidara has a strong track record of its acquired businesses prospering within the group. Wood would continue to operate as a standalone, client-facing brand, maintaining its identity and trusted client relationships. This would ensure business continuity for existing clients while creating growth opportunities for the combined group and strengthening Wood’s commercial position.

For Wood’s employees, the combination would offer opportunities across a global network of brands. Sidara fully recognises the value of Wood’s talent and if an Offer is made which completes, Sidara intends to support Wood in taking actions to retain and support employees to ensure business continuity. This includes a commitment to uphold Wood’s pension obligations, ensuring schemes are funded in line with governing documents and statutory requirements.

Together, Sidara and Wood would build a stronger, more resilient company, well positioned to continue delivering for clients, creating opportunities for employees and holding a world-leading position in the global energy and materials markets.

Background on Sidara

Sidara was founded in 1956 and has expanded over the last 69 years to become a privately-owned global partnership with 21,500 specialists, operating across 350 offices in 69 countries advising and supporting some of the world’s biggest and most complex design and engineering projects. The group includes architects, engineers, consultants, designers and project managers. Today’s group of companies rebranded as Sidara in 2023; some of the industry's most recognizable brands are proud members of the Sidara Group, including Dar, Perkins & Will and TYLin. Sidara is 100% owned by the working partners of the business.

Wood Board would be minded to recommend

Both before and in parallel to the discussions with Sidara, the Board of Wood has continued to assess holistically all potential refinancing options. In considering the different potential refinancing options available, the Board is seeking to ensure that the Company has an appropriate long-term capital structure for the benefit of the Company, its shareholders and its wider stakeholders. The Board of Wood believes that the Company needs to have a more sustainable capital structure, and this requires substantial new capital in order to diversify Wood’s financing sources and reduce its indebtedness over time. Sources of new capital could include a substantial issue of new equity, significant disposals or a combination of both.

Work continues on a range of alternative refinancing options. However, having carefully considered the viability of these options together with its financial advisers, the Board of Wood currently believes that the Possible Offer represents the better option for Wood’s shareholders, creditors and other stakeholders. Accordingly, the Board of Wood has indicated to Sidara that, should an Offer be made on the terms set out above, it would be minded to recommend the Offer to Wood’s shareholders, subject to agreement of the full terms and conditions of the Offer.

Debt modification and Sidara investment

On 14 February 2025, Wood announced in its trading update for the year ended 31 December 2024 that, given the majority of its debt facilities mature in October 2026, it was undertaking a detailed and holistic assessment of all potential refinancing options and engaging with its lenders on those options. That assessment and engagement is ongoing. As announced on 31 March 2025, Wood has obtained temporary retrospective waivers under its committed debt facilities for historical non-compliance with prior period financial covenants.  The waivers are effective until 30 April 2025. The Company is in further discussions with its lenders and noteholders to extend these waivers and to put in place appropriate waivers in respect of the anticipated delay to the delivery of the FY24 accounts.

The Debt Modifications are a pre-condition to any Offer and completion of the Offer will be conditional on such modifications not having been terminated.

In order to support Wood in obtaining the Debt Modifications, Sidara intends (following announcement of any Offer) to provide a total of $450 million in new capital to Wood through one or more new committed debt instruments with a maturity co-terminus with the date to which the Wood RCF is extended (the “Sidara Liquidity Arrangements”).

The Sidara Liquidity Arrangements would be structured to enable the Company to draw in two tranches:

(a) an initial tranche of $250 million, the drawing of which would be conditional upon approval by Wood’s shareholders of the Offer (if such Offer were structured as a scheme of arrangement as is currently intended between the parties) or upon the expiry of 21 days after posting of the offer document (if such Offer were structured as a takeover offer); and

(b) a further tranche of $200 million, the availability of which would be conditional upon completion of the Offer.

Among other things, in the event that the Wood Board withdraws its recommendation of the Offer, any funding drawn down under the Sidara Liquidity Arrangements would become immediately repayable (unless in the context of a competing bid that is matched or improved upon by Sidara).

If the Offer does not complete as a result of any antitrust or regulatory approval not being obtained, the initial tranche of $250 million under the Sidara Liquidity Arrangements would not be affected and would remain in place until its maturity date (in these circumstances Wood would not be entitled to draw down on the second tranche of the Sidara Liquidity Arrangements).

The initial tranche of the Sidara Liquidity Arrangements would initially rank pari passu with Wood’s existing RCF and Term Loan facilities and private placement notes through to completion of the Offer. Upon completion of the Offer, the initial tranche of the Sidara Liquidity Arrangements would automatically become, and the further tranche will be, subordinated to the RCF and Term Loan facilities and private placement notes. The terms of the Sidara Liquidity Arrangements are expected to be substantially similar to Wood’s existing Term Loan (including as to pricing).

The Sidara Liquidity Arrangements and the Debt Modifications each require the agreement of Wood’s lenders and noteholders. Wood and Sidara are engaging, and will continue to engage, with Wood’s lenders and noteholders in relation to both the Sidara Liquidity Arrangements and the Debt Modifications.

The Panel on Takeovers and Mergers has consented in principle to Wood entering into an agreement with Sidara in relation to the Sidara Liquidity Arrangements for the purpose of Rule 21.2 of the Code, with the detailed terms to be agreed.

No action required

The Board of Wood is continuing to work with Sidara in relation to the pre-conditions to an Offer and to agree the full terms and conditions of the Offer. A further announcement will be made in due course.

In the meantime, shareholders are not required to take any action in relation to the Possible Offer.

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