The boards of Sidara and Wood today announced the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Wood for 30 pence in cash for each Wood Share as part of a holistic solution designed to provide financial stability to Wood, that includes (among other things): (i) Sidara providing a $450 million capital injection to Wood, (ii) Wood having agreed with its lenders an extension of its committed debt facilities to October 2028, and (iii) additional and enhanced liquidity facilities for Wood. 

Wood Context

• Sidara’s vision is for Wood to become its Energy and Materials division. Sidara values the talent in the Wood organisation and intends to retain the Wood brand. In the near term, Sidara’s clear priority is to provide greater stability to Wood, bring financial strength to the business and to invest in Wood’s client relationships. In the longer term, Sidara believes that Wood would provide an attractive platform to drive growth across its enlarged business.
• Wood’s business is underpinned by excellent technical capabilities, an established and global client base and a healthy order book, as seen in the first half of 2025. The Board of Wood has made progress in transitioning the business away from higher risk large-scale lump sum turnkey (“LSTK”) contracts and streamlining the business in recent years.
• However, Wood has not generated any sustainable free cash flow since 2017, with a total free cash outflow from 2017 to 2024 of approximately $1.5 billion, reflecting multiple issues including regulatory fines, significant loss-making contracts, restructuring charges and litigation payments. More recently, the significant unwind of working capital as the business moved away from large-scale LSTK work, and the persistence of multiple exceptional cash items, have prevented Wood from becoming free cash flow positive as previously expected.

Against this backdrop, the Board of Wood believes that: 

• The current capital structure of the Wood Group is unsustainable. When taking account of cash requirements in the business, Wood’s gross indebtedness is approximately $1.6 billion;
• Wood’s liquidity to fund its ongoing operations is currently limited;
• There are significant challenges in accessing new sources of capital absent a holistic refinancing of Wood, which would potentially require: (i) further substantial asset disposals (with resulting loss of profit and cash flow, if these businesses are separated from Wood), (ii) raising new capital on terms that would, after dilution, likely leave limited to de minimis value for the current Wood Shareholders, or (iii) a combination of both (i) and (ii).
• The Wood Directors believe that any alternative refinancing option would likely generate materially less, and potentially zero, value for Wood Shareholders relative to the terms of this recommended Acquisition.

Further Details of Improvements to Wood’s Capital Structure as Part of the Acquisition

The recommended Acquisition of Wood by Bidco has facilitated agreement on a comprehensive refinancing and recapitalisation package: 

• Sidara has agreed to provide a capital injection of $450 million to Wood. Of this, $250 million will be available to draw upon, among other things, Wood Shareholders approving the Acquisition (or, if Bidco chooses to effect the Acquisition by way of a Takeover Offer,
• within 21 days after posting of the offer document), and a further $200 million will be available upon completion of the Acquisition; and
• Wood has agreed an extension to October 2028 of, and certain other amendments to, its existing committed debt facilities with the consent of its lenders, to be implemented following the Wood Meetings. The Acquisition is conditional upon, among other things, the Amendment and Extension becoming effective.

In addition to the Amendment and Extension, Wood has also agreed the terms of:

• a committed $60 million secured Interim Facility with certain of its existing lenders which is available for drawdown from the date of this Announcement, subject to satisfaction of certain customary conditions;
• a committed $200 million New Money Facility which will become effective at the same time as the Amendment and Extension (and will be used in part to refinance the Interim Facility); and
• a committed Existing Guarantee Facility of approximately $400 million governing guarantees issued and to be issued by certain lenders under the Existing Wood RCF which will become effective at the same time as the Amendment and Extension.

Views of the Board of Wood

• The Board of Wood has explored a range of alternative refinancing options. Having carefully considered the viability of these options together with Wood’s financial advisers, the Board of Wood believes the Acquisition of Wood by Bidco on the terms set out in this Announcement represents the best option for its shareholders, creditors and wider stakeholders.
• Notwithstanding recent financial challenges, Wood believes the additional proposed $450 million capital injection by Sidara, together with the Amendment and Extension, the Interim Facility, the New Money Facility and the Existing Guarantee Facility, and ownership by a
• global group that is privately owned with long-term investment capabilities, will create the best foundations for growth.
• Further, the Wood Directors consider that there are significant benefits in proceeding with a Rule 2.7 announcement which contains the Exceptional Conditions as it allows Wood access to some immediate liquidity and, in addition, enables the fastest possible timetable to the Wood Meetings and receipt of the initial $250 million cash injection from Sidara.
• Therefore, the Wood Directors intend to recommend unanimously that Wood Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting. 
• Sidara has received support for the Acquisition from the Wood Directors in respect of their own legal and beneficial shareholdings, currently representing 0.209 per cent. of Wood’s share capital, in the form of irrevocable undertakings.
• The Acquisition is expected to complete in the first half of 2026.

Commenting on the Acquisition, Talal Shair, Chair and Chief Executive Officer of Sidara, said:
“This is a transformational moment for our company. Through this move, Wood becomes part of Sidara, creating a global, world-class, privately held engineering and design group. In the short term, our additional financial support will bring greater stability, but our vision is for Wood to take the lead in energy and materials. We have always admired what Wood has built– its talented people, global clients, and technical capabilities. This transaction allows us to strengthen client relationships, expand into new markets, and serve a broader range of global clients. We look forward to realising Wood’s full potential within Sidara.”

Commenting on the Acquisition, Roy Franklin, Chair of Wood, said:
“Today is an important milestone in providing a stable foundation for Wood to deliver on its significant potential. The Board's recommendation of Sidara’s offer follows an extensive review of the viability of all available options and it is the unanimous view of the Wood Board that this is the best option for all stakeholders, whilst delivering some value for our shareholders after what has been a very difficult few years for the company.”

Commenting on the Acquisition, Ken Gilmartin, CEO of Wood, said:
“This announcement brings us closer to finalising a challenging chapter in Wood’s history. The acquisition by Sidara will solve our near-term liquidity challenges and strengthen the company in the longer term. In Sidara, we will have an owner that values our people, brand and the deep client relationships we have built over the years and together we will be in a stronger position to deliver for our clients and achieve our potential.”

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