On 4 April 2023, Apollo Management Holdings, L.P. ("Apollo"), on behalf of certain investment funds managed by it, announced that it had submitted to the Board a fifth proposal to acquire the entire issued and to be issued ordinary share capital of Wood at a final price of 240p per share in cash (the “Final Proposal”). The Final Proposal is subject to a number of pre-conditions, including satisfactory completion of due diligence. The Final Proposal is also subject to a number of reservations, under which Apollo can make an offer on better or less favourable terms, as further described in Apollo’s announcement.
The Board remains confident in Wood’s strategic direction and long-term prospects, following a transformative year in 2022, including new executive leadership and a new strategy. However, having now weighed all relevant factors, particularly feedback received from Wood shareholders, the Board has decided to engage with Apollo to see if a firm offer can be made on the same financial terms as the Final Proposal. Accordingly, the Board will grant Apollo access to due diligence materials.
Apollo has stated to the Board that it values the skills and capabilities of Wood’s employees and believes the company is well positioned in its markets and at the forefront of the energy transition and industrial decarbonisation.
In accordance with Rule 2.6(c) of the Code, Wood has requested and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to, an extension to the date by which Apollo is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm on 17 May 2023. This deadline can be further extended by Wood, with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that any offer for Wood will be made. Further announcements will be made as appropriate.
The person responsible for arranging the release of this announcement on behalf of Wood is Martin McIntyre, Group General Counsel and Company Secretary.
For further information:
Wood
Simon McGough, President, Investor Relations | 07850 978 741
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker) | 020 7742 4000
Richard Perelman
James Robinson
Charles Oakes
Morgan Stanley (Joint Financial Adviser and Corporate Broker) | 020 7425 8000
Tom Perry
Matthew Jarman
FTI Consulting (PR Adviser) | 020 3727 1340
Alex Le May
Nick Hasell
Ariadna Peretz