Wood Group shareholders have overwhelmingly approved the recommended £216 million cash acquisition of the Aberdeen engineer by Dubai-based consultancy Sidara.
A resolution to approve the Scheme of Arrangement passed with 89.07% in favour and brings to an end a long-running saga over the future of the troubled company, formerly led by the entrepreneur Sir Ian Wood.
Completion is anticipated in the first half of 2026, subject to the satisfaction of remaining conditions, including regulatory approvals and court sanction. Wood will receive $250 million in interim funding and a further $200 million thereafter.
The final agreed price values the company at a considerable discount to its £5 billion peak in 2013, since when the company has been hit by a series of setbacks, including large debt and legacy problems associated with it acquisition of American rival AMEC Foster Wheeler in 2017.
On completion of the Sidara deal chief executive Ken Gilmartin will leave Wood and will be replaced by Iain Torrens, currently interim group chief financial officer. Wood chairman Roy Franklin will also step down.
Mr Torrens joined Wood’s board in February and was executive director and group CFO at TalkTalk Group and ICAP.
The vote took place after a number of conditions were met, including publication of its delayed results which were held back following the publication of an independent review by Deloitte. This found “material weaknesses and failures in the group’s financial culture within the projects business unit and engagement between group finance and projects.”
The Financial Conduct Authority launched an investigation into the company in June, covering the period from 1 January 2023 to 7 November 2024.
The accounts show that for the 2024 year it made a loss from continuing operations of $2.76 billion before tax, compared with a restated loss of $151.9m for the year before. This primarily reflects an impairment of goodwill and intangibles of $2.2 billion and exceptional charges of $425m.
Results for the half year to the end of June 2025 showed EBIT fell 38% to $63 million compared to the same period last year, reflecting a 13.3% decline in revenue to $2.4 billion and the impact of business disposals.
Despite these challenges, the company’s order book grew to $6.5bn, up 6% year-on-year and 12% from December 2024, indicating continued client confidence in Wood’s technical capabilities.
Wood has not generated any sustainable free cash flow since 2017, with a total free cash outflow from 2017 to 2024 of approximately $1.5bn, reflecting multiple issues including regulatory fines, significant loss-making contracts, restructuring charges and litigation payments.
Allen Overy Shearman Sterling has acted as lead legal adviser to Sidara and Bidco. White & Case acted for Sidara and Bidco on financing matters and Dickson Minto for Sidara and Bidco on Scots law matters. Saranac Partners and RB&A Partners acted as debt advisers to Sidara and Bidco.
Slaughter and May has been lead legal adviser to Wood while Burness Paull advised Wood on Scots law matters.
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