John Wood Group PLC has given Dar Al-Handasah Consultants Shair and Partners Holdings Ltd. (Sidara) more time to decide on whether to pursue a proposal to acquire the energy engineering and consulting company.
Emirati consultancy Sidara now has until June 30 to announce “firm intention” or withdrawal, Aberdeen, Scotland-based Wood said in an online statement Thursday. Wood has already extended the deadline several times as both parties had yet to fulfil conditions for Sidara to announce a firm offer. The new deadline may be extended on the consent of the United Kingdom’s Takeover Panel, Wood said.
The possible offer is for 35 pence per Wood share, as announced April.
One of the conditions requires Wood to reach refinancing agreements with lenders. Sidara has agreed that after it announces a takeover offer it would inject $450 million in new capital to help Wood convince debtees on term modifications.
Wood also needs to publish audited results for 2024 to meet the conditions. In March Wood said it had received the draft of a review it commissioned from Deloitte for its January-June 2024 results. The independent review concerned exceptional contract write-offs relating to the exit from lump-sum turnkey and large-scale engineering, procurement and construction works.
“Wood and Sidara are continuing to engage with Wood’s lenders and noteholders in relation to both the Debt Modifications and the Sidara Liquidity Arrangements [the potential capital injection of $450 million]”, Thursday’s statement said.
“Wood is continuing to work with its auditor towards the publication of Wood’s audited accounts for the financial year ended 31 December 2024”.
Wood has been temporarily suspended from the London Stock Exchange since May 1 pending the release of updated financial results.
In a statement March 31 announcing the receipt of the draft of Deloitte’s review, Wood said, “Wood has identified material weaknesses and failures in the Group’s financial culture within the Projects business unit and engagement between Group Finance and Projects. These included inappropriate management pressure and override to maintain previously reported positions, including through unsupported dispensations, and over-optimism and/or lack of evidence in respect of accounting judgments”.
“The cultural failings appear to have led to instances of information being inappropriately withheld from, and unreliable information being provided to, Wood’s auditors”, Wood said.
“There has been significant change within Wood and steps taken during and since the period covered by the Review, including changes in key roles in Finance and external expert assistance in the application of accounting standards.
“We are committed to implementing a detailed remediation plan, including necessary follow-on actions from the Review, to continue to strengthen the Group’s financial culture, governance and controls. This will include actions on culture, controls and organizational structure”.
To contact the author, email jov.onsat@rigzone.com
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