Amec Foster Wheeler and Wood Group have reached agreement on the terms of a recommended all-share offer by Wood Group to acquire the entire issued and to be issued share capital of Amec Foster Wheeler.
Under the terms of the so-called combination, each Amec Foster Wheeler Shareholder will receive for each Amec Foster Wheeler share 0.75 new Wood Group shares.
Based on the closing price of £7.52 per Wood Group share on March 10, 2017, the terms of the combination value the issued and to be issued share capital of Amec Foster Wheeler at approximately £2.22 billion (approximately $2.71 billion).
The combination will result in Amec Foster Wheeler Shareholders owning approximately 44 per cent of the share capital of the combined group.
Robin Watson and David Kemp, currently CEO and CFO of Wood Group respectively, will continue as CEO and CFO of the combined group. Ian Marchant will continue as chairman of the Combined group.
Four members of the Amec Foster Wheeler board will join the board of the combined group upon completion of the combination as non-executive directors, with Roy Franklin joining as deputy chairman and senior independent director.
Ian Marchant, the chairman of Wood Group, said: “The combination represents a transformational transaction for Wood Group, which accelerates our strategy and creates a global leader in project, engineering and technical services delivery across a range of industrial sectors. The combination extends the scale and scope of our services, deepens our existing customer relationships, facilitates further development of our technology-enabled solutions and broadens our end market, geographic and customer exposure.
The combination will create an asset-light, largely reimbursable business of greater scale and enhanced capability, diversified across the oil & gas, chemicals, renewables, environment & infrastructure and mining segments.”
John Connolly, the chairman of Amec Foster Wheeler, stated: “The Amec Foster Wheeler board believes that a combination with Wood Group adds to the standalone prospects of Amec Foster Wheeler, by accelerating the delivery of the future value inherent in the Amec Foster Wheeler business and, at the same time, helps to realise the full potential of each of Amec Foster Wheeler and Wood Group.
“The all-share structure of the offer allows our shareholders to benefit from the significant synergies and other strategic benefits that are expected to be realised from the combination.”