UK consulting and engineering firm Wood has received a non-binding conditional takeover proposal from Dubai-based company Sidara.
The possible offer is for 35 pence per Wood share in cash to acquire the entire issued and to be issued share capital of Wood. Dar Al-Handasah Consultants Shair and Partners, otherwise known as Sidara, would also inject $450m into the UK company.
A tranche of $250m would be given upon approval of the offer by Wood, while the remaining $200m would be granted upon completion.
In late February, Sidara restarted talks with would regarding a takeover of the company following four failed attempts. At the time, the final offer was 230 pence per Wood share, valuing the company at around £1.58bn ($2bn).
This new offer is worth around £242m ($320m) and includes taking on Wood’s outstanding debt of approximately $1.1bn, which the company is looking to refinance.
Wood stated that, even though it is looking at a range of alternative refinancing options to provide the company with an appropriate and sustainable long-term capital structure, the possible offer represents “the better option for Wood’s shareholders, creditors, and other stakeholders”.
With that in mind, the Wood board has informed Sidara that it would recommend such an offer to shareholders if a firm offer were to come in. Sidara has confirmed that it has made “significant progress” with its due diligence on Wood and that it will “take all required, necessary or advisable steps to satisfy all antitrust and regulatory conditions to the offer”.
The conditions for the offer are the publishing of its financial results for 2024, which are currently being audited by Deloitte, legally binding agreements regarding debt modifications, final approvals and approvals from both companies’ boards.
According to Wood, the combination with Sidara would create “a leading global engineering consulting company with enhanced scale, capability, and diversification”, and for the company’s employees, this would offer opportunities across a global network of brands.
