Dubai-based Sidara will acquire UK-listed John Wood Group for GBP 216 mn, through a recommended allcash offer of GBP 0.30 per share, according to two separate documents here (pdf) and here (pdf). The acquisition values Wood at c. GBP 262 mn, slightly higher than the GBP 207.6 mn calculated by Reuters last week. Sidara expects to complete the transaction in 1H 2026 via a court-sanctioned scheme of arrangement.

Rescue package attached: The transaction includes a USD 450 mn capital injection from Sidara to shore up Wood’s liquidity. Of this, USD 250 mn will be made available after shareholder approval, with the remaining USD 200 mn released after the completion of the acquisition. In parallel, Wood also secured fresh support from its existing lenders: an extension of debt maturities to October 2028, a USD 60 mn interim facility, a USD 200 mn new money facility, and a USD 400 mn guarantee facility.

Wood’s board backs the offer: Wood’s directors unanimously intend to recommend the offer at the court meeting and general meeting, calling it the best option for shareholders, creditors, and other stakeholders. Directors representing 1.4 mn shares (0.2% of the total) have provided irrevocable undertakings to vote in favor.

REMEMBER- Wood has not generated sustainable free-cashflow since 2017, posting USD 1.5 bn of outflows in 2017-2024, driven by regulatory fines, loss-making turnkey contracts, litigation, and restructuring charges. The group’s gross debt stands at about USD 1.6 bn and liquidity is stretched. Wood’s board said alternative refinancing options would likely deliver “materially less, and potentially zero” value to shareholders.

This has been a long time coming: The company was subject to another takeover bid in 2023 from private equity group Apollo that fell through, but had valued it at GBP 1.66 bn. Sidara’s initial bid for Wood Group was also at a significantly higher GBP 2.3 per share, valuing the company at up to GBP 1.59 bn — but it later scrapped the bid and restarted talks this year, by which time the company’s shares had taken an even bigger plunge.

Sidara plans to make Wood its dedicated energy and materials division. The Wood brand will be retained, with Sidara citing its technical talent, global client base, and healthy order book. Sidara said the transaction will strengthen Wood’s client relationships and create a platform to grow its renewables, hydrogen, decarbonization, and carbon capture capabilities.

The offer is still subject to exceptional conditions including publication of Wood’s audited FY 2024 accounts by 31 October 2025; an audit opinion on the balance sheet; no acceleration of debt facilities above USD 20 mn; and formal effectiveness of the amendment and extension agreement by 31 December 2025.

What’s next? A scheme document with full details and shareholder meeting dates will be published within 28 days.

ADVISORS- Sidara is advised by Goldman Sachs and Greenhill, with Allen and Overy Shearman Sterling, White and Case, and Dickson Minto as counsel. Saranac Partners and RB&A Partners acted as debt advisers. Wood is advised by Europa Partners, Rothschild and Co, JPMorgan Cazenove, and Morgan Stanley, with Slaughter and May and Burness Paull as counsel, and FTI Consulting as PR adviser.

The news was picked up by Reuters and Bloomberg.

Tags: