The boards of Sidara and Wood Group have announced “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”. As part of Sidara’s “holistic solution designed to provide financial stability to Wood,” the proposal includes a capital injection of $450 million and an extension of Wood’s debt facilities to October 2028, aiming to restore the group’s liquidity.
“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,” remarked Talal Shair, Chair and Chief Executive Officer of Sidara.
Financial Context and Rationale
Wood has not generated sustainable free cash flow since 2017, resulting in a total cash outflow of approximately $1.5 billion. Reflecting on recent difficulties, the announcement states: “The current capital structure of the Wood Group is unsustainable. When taking account of cash requirements in the business, Wood’s gross indebtedness is approximately $1.6 billion; Wood’s liquidity to fund its ongoing operations is currently limited…”.
Board Chair Roy Franklin commented: “Today is an important milestone in providing a stable foundation for Wood to deliver on its significant potential. The Board’s recommendation of Sidara’s offer follows an extensive review of the viability of all available options and it is the unanimous view of the Wood Board that this is the best option for all stakeholders, whilst delivering some value for our shareholders after what has been a very difficult few years for the company”.
Immediate Impact and Long-Term Vision
Sidara’s plan centres on supporting Wood and retaining its brand and workforce. “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… 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,” the statement said.
Wood CEO Ken Gilmartin added: “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”.
Conditions and Shareholder Vote
The offer’s completion relies on “a number of conditions that are highly unusual for a transaction that is subject to the Code,” such as the publication of Wood’s audited accounts, unmodified audit opinions, and the effectiveness of amended debt facilities. The announcement clarifies: “There can be no certainty that the Exceptional Conditions will be satisfied, and their satisfaction is outside of the control of Sidara and Wood. Accordingly, none of the Exceptional Conditions is capable of being waived by either Wood or Bidco and therefore, if any of the Exceptional Conditions is not satisfied, the Acquisition will automatically lapse”.
Sidara has already received irrevocable undertakings from Wood’s directors to support the deal with their personal shareholdings.
The proposed acquisition is anticipated to complete in the first half of 2026. As Roy Franklin reflected, “It is the unanimous view of the Wood Board that this is the best option for all stakeholders”. The board encourages all shareholders to vote in favour of the scheme, viewing Sidara’s offer as a lifeline and a foundation for future growth.
