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  • Recommended all-share offer by John Wood Group PLC for Amec Foster Wheeler plc Publication of Prospectus and Circular
    édité le 24/05/2017 - Plus de news de "Wood" - Voir la fiche entreprise de "Wood"


Recommended all-share offer by John Wood Group PLC for Amec Foster Wheeler plc Publication of Prospectus and Circular
On 13 March 2017 the Boards of Wood Group and Amec Foster Wheeler jointly announced that they had reached agreement on the terms of a unanimously recommended all-share offer for Amec Foster Wheeler (the “Combination”) (the “Original Announcement”). The Wood Group Board believes that the Combination will accelerate delivery of Wood Group’s strategic objectives to improve its service offering in project delivery, to enhance capability across the value chain in core oil and gas markets, and to broaden and deepen end market and customer exposure.

Unless otherwise defined in this Announcement, terms defined in Wood Group’s Original Announcement of the Combination on 13 March 2017 have the same meaning where used in this Announcement.

Under the terms of the Combination, Amec Foster Wheeler Shareholders will receive 0.75 new Wood Group Shares for each Amec Foster Wheeler Share. Based on the Closing Price of £7.52 per Wood Group Share on 10 March 2017, this represents a value of approximately £5.64 per Amec Foster Wheeler Share and a premium of 15.3 per cent. to the Closing Price of £4.89 on 10 March 2017 (being the last Business Day before the date of the Original Announcement).

Today, Wood Group published a Circular and a Prospectus ahead of the Wood Group General Meeting, scheduled for 11.00 a.m. on 15 June 2017. Approval will be sought from Wood Group Shareholders for the Combination to be effected by a scheme of arrangement of Amec Foster Wheeler.

The Circular and the Prospectus have each been approved by the UK Listing Authority and are now available at www.woodgroup.com. A copy of each of the Circular and the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for viewing at www.morningstar.co.uk/uk/nsm. Amec Foster Wheeler has separately published a Scheme Document ahead of its own General Meeting on 15 June 2017.

The Combination is intended to result in:

- the creation of a global leader in project, engineering and technical services delivery across a broad range of industrial markets, predominantly focussed on oil & gas which represents c. 55 per cent. of pro-forma revenues across upstream, midstream and downstream;
- accelerated delivery of Wood Group’s strategic objectives to improve its asset life cycle service offering in project delivery, to enhance capability across the value chain in core oil and gas markets, and to broaden and deepen end market and customer exposure and reduce earnings volatility through oil and gas cycles;
- Wood Group’s measured risk appetite continuing in a flexible asset light model with revenues derived principally from reimbursable work; and
- superior returns from the delivery of significant cost and revenue synergies. The level of annual pre-tax cost synergies arising from the transaction by the end of the third year following completion of the Combination (“Completion”) was increased to £150m per annum from £110m per annum on 5 April 2017 and has been further increased to at least £165m per annum, again by the end of the third year following the completion of the Combination, in the Circular and the Prospectus released today.

The Combined Group will be led by Robin Watson as Chief Executive and David Kemp as CFO. Ian Marchant will continue as Chair. As disclosed in the circular and the prospectus, on completion, certain members of the Amec Foster Wheeler Board will join the Board of the Combined Group. Roy Franklin will join as Deputy Chair and Senior Independent Director, and Ian McHoul and Linda Adamany will be appointed as non-executive directors.

About Wood Group

Wood Group is an international energy services company with around US$5bn sales and operating in more than 40 countries. The Group designs, modifies, constructs and operates industrial facilities mainly for the oil & gas sector, right across the asset life cycle. We enhance this with a wide range of specialist technical solutions including our world leading subsea, automation and integrity solutions. Our real differentiator is our range of services, the quality of our delivery, the passion of our people, our culture and values. We are extending the scale and scope of our core services into adjacent industries.

About Amec Foster Wheeler

Amec Foster Wheeler designs, delivers and maintains strategic and complex assets for its customers across the global energy and related sectors.

Employing around 35,000 people in more than 55 countries and with 2016 revenues of £5.4 billion, the company operates across the oil and gas industry – from production through to refining, processing and distribution of derivative products – and in the mining, power and process, pharma, environment and infrastructure markets.

Amec Foster Wheeler offers full life-cycle services to offshore and onshore oil and gas projects (conventional and unconventional, upstream, midstream and downstream) for greenfield, brownfield and asset support projects, plus leading refining technology.

Amec Foster Wheeler shares are publicly traded on the London Stock Exchange and its American Depositary Shares are traded on the New York Stock Exchange. Both trade under the ticker AMFW.


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