Wood to announced that its wholly-owned subsidiary, JWG Investments ("JWG"), has reached an agreement to sell its 50 per cent. interest in RWG (Repair & Overhauls), a provider of repair and overhaul services to operators of industrial aero-derivative gas turbines in the global oil and gas, power generation and marine propulsion industries, to Siemens Energy Global GmbH & Co. KG, a wholly-owned subsidiary of Siemens Energy AG and Wood's joint venture partner, for a cash consideration of $135 million, subject to closing adjustments(1)

Transaction highlights

• Sale of Wood's 50 per cent. interest in RWG to Siemens Energy Global for a cash consideration of $135 million, subject to closing adjustments1
• Consistent with Wood's previously announced disposal programme of non-core businesses and contributes to the $150 million to $200 million disposal proceeds targeted in 2025
• Transaction is expected to complete in late-2025 or early-2026 and is conditional on the receipt of certain regulatory clearances
• Proceeds will be used by Wood to reduce net debt 

Ken Gilmartin, CEO of Wood, commented:
"The sale of RWG to our joint venture partner, Siemens Energy Global, is a significant milestone. As previously announced, our disposal programme of non-core businesses is part of our strategy to simplify Wood and help mitigate the impact of negative free cash flow in the year. The sale will also ensure continuity for the employees and customers of RWG."

Strategic rationale and benefits of the Transaction

As previously announced, Wood has continued to evaluate its portfolio of businesses to identify those deemed to be non-core to the Company's strategy and priorities for growth. RWG was identified as part of this process.

Furthermore, on 14 February 2025, Wood announced that it would target $150 million to $200 million of disposal proceeds in 2025 to help mitigate the impact of negative free cash flow in the year.

The Transaction follows other disposals as part of Wood's strategy. In April 2025, Wood announced that it had signed a sales agreement for the disposal of Kelchner Inc., a U.S. civil construction services business, for net cash proceeds of approximately $30 million. This sale completed in April 2025. In 2024, Wood also announced the sale of its 51 per cent. stake in EthosEnergy Limited ("EthosEnergy") and the sale of CEC Controls Company Inc.

The terms of the Transaction value RWG at 6.6 times adjusted EBIT and 7.8 times the cash contribution RWG makes to Wood(2). Crucially, the Transaction provides Wood with cash proceeds and a simpler portfolio in line with the Company's previously announced strategy.

On this basis, the Transaction is, in the opinion of the Board of Wood, in the best interests of Wood and its shareholders as a whole.

Use of proceeds

Net proceeds from the Transaction will reduce Wood's net debt and shall be retained for use within the Company for general corporate purposes.

Wood's accounting for RWG

Wood has a 50 per cent. economic interest in RWG and considers it to be a joint arrangement in light of its shareholding position, therefore it has been accounted for within Wood's statutory accounts using the equity method. Wood's shareholding in RWG is reported as part of its Turbines joint ventures, within its Investment Services business unit, which manages a number of legacy and non-core activities.

For Wood's adjusted results, including the alternative performance measures of adjusted EBITDA and adjusted EBIT, Wood includes the proportional contribution of RWG in its published results for all key line items except revenue(3). Included within this, Wood currently benefits from a management charge paid from RWG to Wood of around $9 million per year (the "Management Charge").

Impact on Wood

Following completion of the Transaction, Wood will no longer account for its shareholding in RWG, nor receive dividends or the Management Charge. However, Wood will benefit from the receipt of the net cash proceeds arising from the Transaction.

1. The final amount of net proceeds will be subject to certain limited retention arrangements and other customary completion adjustments by virtue of the completion accounts process.
2. Based on the Management Charge ($9.3 million in FY23) and the dividend Wood receives from RWG ($8.1 million in FY23).
3. Adjusted EBITDA is the Group's adjusted earnings before interest, tax, depreciation and amortisation. Adjusted EBIT is the Group's adjusted EBITDA after depreciation and amortisation. This measure excludes the amortisation of acquired intangibles.

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