What is Sidara’s vision for Wood?
- Sidara is an innovative business platform in engineering and design, whose strategic aim is to deliver world-class outcomes for its clients.
- By combining specialist capabilities in the built environment and the energy and materials sectors, with highly attractive and complementary end markets and geographic reach, Sidara believes that Wood can help it to achieve that aim.
- 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.
How do you plan to stabilise the business?
- Sidara’s immediate priority is to provide greater stability to Wood, in order that Wood can continue to serve clients and other stakeholders, and preserve the strong capabilities at Wood.
- Notwithstanding recent financial challenges, Wood believes the additional proposed $450 million capital injection, and ownership by a global group, that is privately owned with long-term investment capabilities, will create the best foundations for growth.
- Over time, we will create an engineering and design firm of exceptional capability and diversification with the ability to capitalise on growth opportunities.
- We will establish an energy leader that leverages the expertise and knowledge of both firms.
Do you plan to merge Wood into one of your existing brands or keep it a standalone business in Sidara?
- Sidara intends to operate Wood as a standalone client facing business, consistent with its operating model for the pillars it currently operates, retaining the Wood brand identity, driving a strategy of long-term growth and continuing to nurture Wood’s excellent client relationships. Sidara places utmost importance on culture and values, which includes its people aims, and specifically health, safety, security and promoting Sidara’s values of equal opportunities for all and contributing to the communities it works within.
Are the Wood Directors in favour of the acquisition?
- The Board of Wood has explored a range of alternative refinancing options. The Board of Wood believes the acquisition of Wood by Sidara on the terms set out in this announcement represents the best option for its shareholders, creditors and wider stakeholders.
- The Wood Directors believe that any alternative refinancing option would likely generate materially less, and potentially zero, value for Wood shareholders.
- 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.
In short, what is Sidara offering in this deal?
- The acquisition provides certain cash value for Wood Shareholders at 30 pence per share, compared to alternative options that the Wood Directors believe would likely generate materially less, and potentially zero, value for shareholders.
- The Board of Wood believes that the current capital structure of the Wood Group is unsustainable and cannot be refinanced without a substantial injection of capital or substantial business disposals. The boards of both companies agree that this acquisition will provide the greater stability to Wood. The inclusion into a global privately owned business with long-term investment capabilities will create the best foundations for growth.
- Sidara has agreed to provide a capital injection of $450 million to Wood. Of the total, $250 million will become available subject to certain conditions being met, including Wood Shareholders approving the Acquisition. An additional $200 million will be available upon completion.
Will there be a reduction in headcount as part of this transaction?
- Sidara recognises that Wood’s success, just like Sidara’s, is based on its talented and highly competent employees who are fundamental to the future success of the Enlarged Group. In particular, Sidara greatly values the skills and expertise of Wood’s operational leadership and their teams.
- Wood has made changes to, and continues to assess, the size and composition of the Board of Wood. Wood has separately announced a cost reduction programme that is ongoing. Against the background of this ongoing activity, Sidara is focused on promoting stability and minimising any further disruption, in the interests of both customers and employees.
- Sidara confirms that, following the Effective Date, the existing contractual and statutory employment rights of all management and employees of Wood and its subsidiaries will be fully safeguarded in accordance with applicable law. Sidara does not intend to make any material change in the balance of skills and functions of, or terms and conditions of employment of, the employees of Wood or its subsidiaries.
Will you retain Wood’s headquarters and offices?
- Sidara intends for Wood to operate and grow the Energy and Materials pillar of its business from its key locations in the UK and US, together with other key centres of excellence in the Americas, Middle East and Africa, and Asia Pacific.
- Sidara has no plans to make any material restructurings or changes to the locations of Wood’s main operating businesses, including headquarters and headquarters functions.
- Following completion of the Acquisition, Sidara will, however, investigate the opportunity to consolidate office locations where Wood and Sidara both currently have a presence.
- Careful consideration will be given to this exercise, recognising such decisions are important to employees in both companies.
- Any such consolidation will be designed to promote efficiency and customer service, in the interest of delivering the anticipated customer and revenue synergies.
What is the expected timeline for completion?
- The acquisition is expected to complete in the first half of 2026 subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in the firm offer announcement.