Following discussions between Wood and Sidara, the Board of Wood has now received a holistic non-binding conditional proposal for Wood, comprising:
- a possible offer of 35 pence per Wood share in cash to acquire the entire issued and to be issued share capital of the Company;
- a possible capital injection of $450 million from Sidara to Wood; and
- Wood seeking an extension of, and certain other amendments to, its existing committed debt facilities.
Sidara has confirmed that it has made significant progress with its due diligence on Wood, including in relation to its review of the points raised in the independent review commissioned by Wood.
Work continues on a range of alternative refinancing options to provide the Company with an appropriate and sustainable long-term capital structure. Having carefully considered the viability of these options together with its financial advisers, the Board of Wood currently believes that the Possible Offer represents the better option for Wood’s shareholders, creditors and other stakeholders.
Accordingly, the Board of Wood has indicated to Sidara that, should a firm offer for Wood under Rule 2.7 of the Code for Wood on the terms of the Possible Offer, it would be minded to recommend such an offer to Wood’s shareholders, subject to agreement of the full terms and conditions.
Background
On 24 February 2025, Wood announced that it had received an approach from Dar Al-Handasah Consultants Shair and Partners Holdings Ltd ('Sidara') in relation to a possible cash offer for the entire issued and to be issued share capital of the Company.
On 31 March 2025, Wood announced an update on an independent review being conducted by Deloitte. That update noted that, in light of extensive work needed to conclude its audit for FY24, it is now expected that the Company will not publish its FY24 accounts by 30 April 2025 and, in that case, the Company’s shares would be suspended from trading from that time as work progresses towards completion of its FY24 accounts.
Possible offer from Sidara and pre-conditions to an Offer being made
Following discussions between Wood and Sidara, the Board of Wood has now received a holistic non-binding conditional proposal for Wood, comprising:
- a possible offer from Sidara of 35 pence per Wood share in cash to acquire the entire issued and to be issued share capital of the Company;
- a capital injection of $450 million from Sidara to Wood, as detailed below; and
- Wood seeking an extension of, and certain other amendments to, its existing committed debt facilities (the 'Debt Modifications').
Sidara has confirmed that it has made significant progress with its due diligence on Wood, including in relation to its review of the points raised in the independent review commissioned by Wood.
The announcement by Sidara of any firm offer for Wood under Rule 2.7 of the Code (an 'Offer') is subject to the satisfaction or waiver of certain pre-conditions, including:
- legally binding agreement(s) in a form satisfactory to Sidara being entered into in respect of the Debt Modifications and the Sidara Liquidity Arrangements (as defined below);
- the publication of Wood’s audited accounts for the financial year ended 31 December 2024;
- the unanimous recommendation of such Offer by the Wood Board of Directors and irrevocable undertakings from such directors who hold Wood shares to vote in favour of the Offer;
- completion of Sidara’s due diligence; and
- final approval of the Sidara Board of Directors.
Sidara has confirmed to the Board of Wood that, if the Offer is made, it intends to commit to Wood that it will take all required, necessary or advisable steps to satisfy all antitrust and regulatory conditions to the Offer, subject to certain limited carve-outs in the case of regulatory approvals.
Attractive proposition for Wood’s customers and employees
The proposed combination of Wood and Sidara would create a leading global engineering consulting company with enhanced scale, capability and diversification. By bringing together Wood’s deep domain experience with Sidara’s specialist strengths in Energy & Materials, the combined business would be well-positioned to lead and grow in these attractive global markets.
Sidara’s long-term strategic commitment to the energy transition, combined with its complementary end markets and strong geographic reach - particularly in the US and Middle East – is expected to enhance Wood’s established market-leading position and create opportunities for sustainable, scalable growth.
Sidara has a strong track record of its acquired businesses prospering within the group. Wood would continue to operate as a standalone, client-facing brand, maintaining its identity and trusted client relationships. This would ensure business continuity for existing clients while creating growth opportunities for the combined group and strengthening Wood’s commercial position.
For Wood’s employees, the combination would offer opportunities across a global network of brands. Sidara fully recognises the value of Wood’s talent and if an Offer is made which completes, Sidara intends to support Wood in taking actions to retain and support employees to ensure business continuity. This includes a commitment to uphold Wood’s pension obligations, ensuring schemes are funded in line with governing documents and statutory requirements.
Together, Sidara and Wood would build a stronger, more resilient company, well positioned to continue delivering for clients, creating opportunities for employees and holding a world-leading position in the global energy and materials markets.
Background on Sidara
Sidara was founded in 1956 and has expanded over the last 69 years to become a privately-owned global partnership with 21,500 specialists, operating across 350 offices in 69 countries advising and supporting some of the world’s biggest and most complex design and engineering projects. The group includes architects, engineers, consultants, designers and project managers. Today’s group of companies rebranded as Sidara in 2023; some of the industry's most recognizable brands are proud members of the Sidara Group, including Dar, Perkins & Will and TYLin. Sidara is 100% owned by the working partners of the business.
Wood Board would be minded to recommend
Both before and in parallel to the discussions with Sidara, the Board of Wood has continued to assess holistically all potential refinancing options. In considering the different potential refinancing options available, the Board is seeking to ensure that the Company has an appropriate long-term capital structure for the benefit of the Company, its shareholders and its wider stakeholders. The Board of Wood believes that the Company needs to have a more sustainable capital structure, and this requires substantial new capital in order to diversify Wood’s financing sources and reduce its indebtedness over time. Sources of new capital could include a substantial issue of new equity, significant disposals or a combination of both.
Work continues on a range of alternative refinancing options. However, having carefully considered the viability of these options together with its financial advisers, the Board of Wood currently believes that the Possible Offer represents the better option for Wood’s shareholders, creditors and other stakeholders. Accordingly, the Board of Wood has indicated to Sidara that, should an Offer be made on the terms set out above, it would be minded to recommend the Offer to Wood’s shareholders, subject to agreement of the full terms and conditions of the Offer.
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Source: Wood
