John Wood Group plc, the Aberdeen-based engineering and consulting giant, announced on Wednesday it rejected an “unsolicited, preliminary and conditional” takeover proposal from Dubai-based engineering and consulting firm Sidara.
Wood, one of Scotland’s biggest listed firms, employs more than 35,000 people in about 60 countries.
Sidara’s cash takeover proposal of £2.05 per share would have valued Wood Group at about £1.42 billion. Wood said the proposal “fundamentally undervalued Wood and its future prospects.”
Wood shares rose about 14% to £1.88.
Sidara, a family-owned company formerly called Dar Group, said it is now “considering its next steps.”
Last month, Wood was urged by activist investor Sparta Capital Management — which claimed to be a “significant” Wood shareholder — to either move its stock market listing from London to the US or consider a sale of the firm.
The call from Sparta came 11 months after the collapse of a £1.66 billion takeover approach for Wood from New York private equity firm Apollo Global Management that was pitched at £2.40 per share in cash.
In a stock exchange statement on Wednesday, Wood said: “The board of Wood notes recent speculation and confirms that it received an unsolicited, preliminary and conditional proposal from Dar Al-Handasah Consultants Shair and Partners Holdings Ltd (Sidara), regarding a possible cash offer to acquire the entire issued and to be issued ordinary share capital of Wood.
“The proposal was received on 30 April 2024 and proposed an offer price of 205 pence per Wood share.
“The board carefully considered the proposal, together with its financial advisers, and concluded that it fundamentally undervalued Wood and its future prospects.
“Accordingly, the board rejected the proposal unanimously on 8 May 2024.
“There can be no certainty that any offer will be made for the company, nor as to the terms of any such offer, should one be made.
“Any offer for Wood is governed by the Code.
“Under Rule 2.6(a) of the Code, Sidara must, by not later than 5.00 p.m. on 5 June 2024, either announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or 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.
“This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.”
Sidara said in a statement later on Wednesday: “Sidara notes the announcement made today by Wood and confirms that on 30 April 2024 it submitted a proposal to Wood regarding a possible cash offer to acquire the entire issued and to be issued ordinary share capital of Wood of 205 pence for each Wood share.
“This non-binding proposal was rejected by Wood on 8 May 2024 and Sidara is considering its next steps.
“Sidara is one of the largest planning, design, engineering and project management groups in the world.
“With an important and substantial presence in London, Sidara has approximately 20,000 employees across 60 countries, with almost half of its revenues originating from North America.
“Sidara has a strong focus on value discipline and returns, and has a track record of growing acquired businesses.
“Further announcements will be made in due course as appropriate, but there can be no certainty that an offer will ultimately be made …
“Sidara reserves the right to vary the form and / or mix of the consideration of any offer that it may ultimately make for Wood.
“Sidara reserves the right to reduce the offer consideration by the amount of any dividend or any other distribution or return of value to shareholders which is paid or becomes payable by Wood to its shareholders following the date of this announcement.”