Dubai-based Sidara finally announced on Friday afternoon a proposed deal to take over John Wood Group, the troubled Aberdeen-based global engineering and consulting giant.

But in a stock exchange statement, Sidara and Wood said they agreed that the acquisition is subject to a large number of conditions that are “highly unusual” under the UK’s Takeover Code.

The boards of Sidara and Wood agreed a recommended cash acquisition of Wood for 30p a share — around £216 million.

Last year, Wood rejected a cash takeover proposal from Sidara worth about £1.4 billion or £2.05 per share, before the Aberdeen firm became engulfed in major problems.

If approved by shareholders, the new deal would include Sidara providing a $450 million capital injection to Wood.

Earlier on Friday, Wood said it agreed to sell its North American Transmission & Distribution engineering business for $110 million in cash.

Sidara is one of the world’s largest privately-owned architecture, engineering and consulting groups.

Wood Group, one of Scotland’s biggest companies, employs more than 35,000 people in 60 countries.

The UK’s Financial Conduct Authority (FCA) has commenced an investigation into Wood covering the period from January 1, 2023, to November 7, 2024.

The Sidara transaction statement on Friday said Wood “has not generated any sustainable free cash flow since 2017, with a total free cash outflow from 2017 to 2024 of approximately $1.5 billion, reflecting multiple issues including regulatory fines, significant loss-making contracts, restructuring charges and litigation payments.”

The statement added: “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 …”

Sidara chair and CEO Talal Shair said: “This is a transformational moment for our company. Through this move, Wood becomes part of Sidara, creating a global, world-class, privately held engineering and design group.

“In the short term, our additional financial support will bring greater stability, but our vision is for Wood to take the lead in energy and materials.

“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.”

Wood chair Roy Franklin said: “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.”

Wood CEO Ken Gilmartin said: “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.”

The transaction statement said further: “In view of Wood’s financial position, Sidara and Wood have agreed that the Acquisition is subject to a number of conditions that are highly unusual for a transaction that is subject to the Code.

“In particular, the Acquisition is conditional upon, among other things: (i) publication of the Audited Accounts on or before 31 October 2025 (or such later date as Sidara and Wood may agree in writing); (ii) the Audit Opinion not being the subject of any Modified Opinion in relation to the FY24 Balance Sheet; (iii) there having been no termination (other than by reason of a voluntary prepayment and/or cancellation in respect of the Interim Facility or the New Money Facility) or acceleration of any Amended Wood Debt Facility with an outstanding principal amount of $20 million or higher; (iv) the A&E Effective Date having occurred on or before 31 December 2025 (or such later date as Sidara and Wood may agree in writing); and (v) certain other conditions relating to the implementation of the A&E Implementation Deed, the Lock Up Agreement and/or any Lender Waiver …

“Further details are set out in paragraphs 3(a), 3(b), 4(a), 5(a)(i) and 5(b) of Part 1 of Appendix 1 to this Announcement (the “Exceptional Conditions”).

“There can be no certainty that the Exceptional Conditions will be satisfied, and their satisfaction is outside of the control of Sidara and Wood.

“In addition, Bidco and Wood have requested, and the Panel Executive has exceptionally agreed, that the Exceptional Conditions are not subject to Rule 13.5(a) of the Code.

“As a result, it would not be necessary for Bidco to obtain the consent of the Panel in order for Bidco to invoke any of the Exceptional Conditions, nor would it be necessary for the circumstances which cause any of the Exceptional Conditions not to be satisfied to be of material significance to Bidco in the context of the Acquisition.

“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’s financial advisers on the transaction are Goldman Sachs International and Greenhill and its communication advisers are Brunswick Group Advisory Ltd. Wood’s joint financial advisers are Europa Partners and Rothschild & Co and its “joint financial advisers and joint corporate brokers” are J.P. Morgan Cazenove and Morgan Stanley. Wood’s PR adviser is FTI Consulting.

Allen Overy Shearman Sterling LLP is acting as lead legal adviser to Sidara and Bidco. White & Case LLP is advising Sidara and Bidco on financing matters and Dickson Minto LLP is advising Sidara and Bidco on Scots law matters. Saranac Partners Limited and RB&A Partners Ltd are each acting as debt advisers to Sidara and Bidco.

Slaughter and May is acting as lead legal adviser to Wood and Burness Paull LLP is advising Wood on Scots law matters.