The 2 companies said on March 13, 2017, that they have agreed 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 combination, each Amec Foster Wheeler shareholder will receive for each Amec Foster Wheeler share 0.75 new Wood Group shares.
The terms of the combination value the issued and to be issued share capital of Amec Foster Wheeler at approximately $2.72 bln.
The combination will result in Amec Foster Wheeler Shareholders owning approximately 44 % of the share capital of the combined group and sharing in the benefits accruing to the combined group via the realization of significant cost and revenue synergies.
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.
Commenting on the announcement, Ian Marchant, the Chairman of Wood Group said: By leveraging Amec Foster Wheeler’s and Wood Group’s combined asset life cycle services across project delivery, engineering, modifications, construction, operations, maintenance and consulting activities, the combined group will be able to better capitalize on growth opportunities across a broad cross section of energy and industrial end markets.
Commenting on the combination, John Connolly, the Chairman of Amec Foster Wheeler said: 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 realize 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 realized from the combination.
The combination is subject to, inter alia, the receipt of the relevant clearances from competition authorities in Australia, Canada, Kazakhstan, Turkey, and the United Kingdom and the US, in addition to certain foreign investment and other approvals including under the CFIUS regime in the US.