Wood Group and Amec Foster Wheeler have approved Wood Group’s recommended all-stock offer for Amec Foster Wheeler.

The offer was launched by Wood Group back in March, under which 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 £2.225 billion ($2.72B).

According to Wood Group, the proposed deal received overwhelming support from both sets of shareholders. The deal remains subject to relevant clearances from competition authorities in certain countries where both companies operate. It is expected that the transaction will complete in the fourth quarter of 2017.

The deal remains subject to relevant clearances from competition authorities in certain countries where both companies operate. It is expected that the transaction will complete in the fourth quarter of 2017, Wood Group said on Thursday

Robin Watson, Chief Executive, Wood Group, said he was delighted that both sets of shareholders have shown support for the all-share offer for Amec Foster Wheeler.

“Our coming together is a tremendous opportunity for our employees, our customers and our investors. Today we take another significant step towards creating a global leader in project, engineering and technical services delivery across a broad range of industrial markets, predominantly focused on oil & gas.”

“Amec Foster Wheeler has a strong operational capability, a leading service offering and broad sector exposure and we have complementary asset light, flexible business models. This is fundamentally a great growth story. By building on Wood Group’s existing range of services, the quality of our delivery and the passion of our people, together we will have a stronger, broader business across a wide range of sectors.”

“UK’s truly global”

 

The combined Group will be led by Robin Watson as Chief Executive and David Kemp as Chief Financial Officer. Ian Marchant will continue as Chair. 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.

Wood Group said that with a market capitalization of around GBP 4.6bn at current share prices, Wood Group will consolidate its position “as one of the UK’s truly global businesses.”

The company said the combination will give “global career opportunities to employees from both companies and to people in the regions where we operate, across a broad range of services.”

“The North East of Scotland, where we are headquartered, has generated international business for several decades, so it’s a terrific boost for Scotland that one of the UK’s largest international employers will be based there when the deal closes. Work now begins on the planning to integrate the talent, expertise and experience of our two great companies,” the company said.

Probe

While the shareholders may have approved the merger, the UK Competition and Markets Authority (CMA) has yet to give its nod.

The government body has earlier this week announced the launch of its merger inquiry to see if the transaction, if carried into effect, will create a situation which may be expected to result in a substantial lessening of competition within any market or markets in the United Kingdom for goods or services.

The deadline for the CMA to announce its decision whether to refer the Merger for a Phase 2 investigation is  August 7, 2017.

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