John Wood Group's acquisition by Sidara
US$450mn
capital injection from Sidara
35,000
jobs preserved across 60 countries
10 March 2026
Sidara acquired Wood in one of the most complex UK public M&A situations in recent years
What value did we bring?
Delivering an unprecedented regulatory solution
Takeover Panel to address a deadlock between the Takeover Code and the commercial realities of the transaction.
As the Takeover Code does not permit a bidder to terminate a transaction once a firm offer has been made (other than in very limited circumstances where regulatory, shareholder or court approvals are not obtained), Sidara required to review Wood’s delayed FY24 audited accounts before it could make its offer. This became a key obstacle to the transaction and the delay in providing certainty for Wood was significantly worsening its liquidity challenges. In addition, to be commercially viable, the transaction needed to be accompanied by a capital injection from Sidara, which in turn required the transaction to be conditional upon amendments to and maturity extensions of Wood’s existing debt facilities – arrangements rarely permissible in UK public M&A.
Following sustained dialogue, the Panel granted an unprecedented exemption, allowing Sidara to make its offer subject to certain “exceptional conditions”, including publication of Wood’s audited accounts by 31 October 2025 and completion of the planned refinancing by 31 December 2025. If these conditions were triggered, they would not be subject to the Code's material significance test and the transaction would automatically terminate.
Without this solution, the transaction could not have proceeded and any alternative refinancing option would likely have generated materially less, and potentially zero, value for Wood’s shareholders.
As the Takeover Code does not permit a bidder to terminate a transaction once a firm offer has been made (other than in very limited circumstances where regulatory, shareholder or court approvals are not obtained), Sidara required to review Wood’s delayed FY24 audited accounts before it could make its offer. This became a key obstacle to the transaction and the delay in providing certainty for Wood was significantly worsening its liquidity challenges. In addition, to be commercially viable, the transaction needed to be accompanied by a capital injection from Sidara, which in turn required the transaction to be conditional upon amendments to and maturity extensions of Wood’s existing debt facilities – arrangements rarely permissible in UK public M&A.
Following sustained dialogue, the Panel granted an unprecedented exemption, allowing Sidara to make its offer subject to certain “exceptional conditions”, including publication of Wood’s audited accounts by 31 October 2025 and completion of the planned refinancing by 31 December 2025. If these conditions were triggered, they would not be subject to the Code's material significance test and the transaction would automatically terminate.
Without this solution, the transaction could not have proceeded and any alternative refinancing option would likely have generated materially less, and potentially zero, value for Wood’s shareholders.
