Engineering services firm John Wood Group PLC (Aberdeen, UK) said it has indicated to Dar Al-Handasah Consultants Shair and Partners Holdings Ltd. (Sidara) that it would be “minded to recommend” a potential cash offer to its shareholders by Sidara to acquire Wood after the latest round of talks between the two companies, as per Chemweek.
Wood said in an announcement on April 14 that the company’s board had received “a holistic non-binding conditional proposal from Sidara.” The proposal includes a possible offer of 35 pence per Wood share in cash to acquire its entire issued and to be issued share capital, a possible capital injection of $450 million from Sidara to Wood, and the seeking by Wood of an extension of, and certain other amendments to, its existing committed debt facilities, it said.
The capital injection would see an initial payment of $250 million made upon approval by Wood’s shareholders of the offer, followed by a further $200 million conditional upon completion of the offer, it said.
Wood and Sidara resumed talks last month having previously abandoned negotiations in August last year. Sidara had made several proposals to acquire Wood, with the final proposal in May 2024 offering a final price of ?2.30 per share in cash.
Sidara said in a statement within Wood’s announcement 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.”
Wood said that work is continuing “on a range of alternative refinancing options” to provide it 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,” it said.
On March 31, Wood announced an update on an independent review being conducted by Deloitte which noted that in light of extensive work needed to conclude its audit for the financial year 2024, Wood is not now expected to publish its full year accounts by April 30, 2025. In that case, the company’s shares would be suspended from trading from that time as work progresses towards completion of its financial year 2024 accounts, it said at that time.
Sidara has confirmed to Wood’s board that, if an 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.”
The proposed combination of Wood and Sidara “would create a leading global engineering consulting company with enhanced scale, capability and diversification,” Wood said. Sidara’s complementary end markets and geographic reach, particularly in the US and Middle East, is expected to enhance Wood’s market-leading position and create opportunities for sustainable, scalable growth, Wood said.
Wood would continue to operate as a standalone brand, it said. If an offer is made and a dela completed, Sidara “intends to support Wood in taking actions to retain and support employees to ensure business continuity,” it said.
Privately owned Sidara, founded in 1956, operates in 69 countries.
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