Transaction overview
Introduction
The boards of Sidara and Wood announce 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.
This is 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.
Sidara's vision
Sidara’s vision is for Wood to become its Energy and Materials division.
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.
Background to and reasons for the Acquisition
Sidara is one of the leading planning, design, engineering, and project management groups in the world. Sidara is a global partnership of leading brands, operating through a five-pillar model comprising multi-disciplinary, architecture, project management, global infrastructure, and energy. Sidara’s brands serve highly complex and critical engineering needs for large blue-chip clients globally, ranging from global technology and energy companies to leading hospitals, airports, universities and governments.
The Enlarged Group will be highly attractive for employees and talent in the sector and compete for some of the most complex projects. The Enlarged Group will have a global footprint, reflected in a balanced revenue mix (on a pro forma basis for the year ended 31 December 2023) across North America (representing c. 40 per cent. of pro forma revenues), and c. 20 per cent. of pro forma revenues in each of Europe, the Middle East and Africa, and Asia Pacific.
Sidara's priorities for Wood under its ownership
1
Provide a stable platform for growth.
2
Support Wood’s employees and brand.
3
Benefit from a differentiated business model that maintains leading specialist brands in each area.
4
Over time, create an engineering and design firm of exceptional capability and diversification with the ability to capitalise on growth opportunities.
5
Establish an energy leader that leverages the expertise and knowledge of both firms.
6
Leverage the benefits of being a private group that will ensure sustainable growth in the long-term.
The offer
Summary terms
30
p
In cash for each Wood Share
£
216
m
The approximate acquisition value attributable to the entire issued and to be issued ordinary share capital of Wood
$
450
m
Sidara will provide a $450 million capital injection to Wood
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.
Talal Shair, Chair and Chief Executive Officer
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.
Ken Gilmartin, CEO