Wood Group to Acquire Amec in $2.7 Billion All-Share DealBy and
Engineering-services group Amec up most in more than 20 years
Wood Group’s Watson and Kemp will stay on as CEO and CFO
John Wood Group Plc agreed to acquire Amec Foster Wheeler Plc in an all-share deal that values the U.K. engineering-service provider at about 2.23 billion pounds ($2.7 billion). The shares of both companies surged.
The takeover comes after several years of pressure on profits for service providers in the energy industry as the slide in oil prices forced clients to rein in spending and defer large projects. By merging, these engineering companies aim to cut costs, diversify and become more competitive. Among recent deals, General Electric Co. agreed in October to merge its oilfield-services arm with Baker Hughes Inc.
“Wood Group becomes a larger, more diversified and higher-scale business in terms of global presence,” said James Hubbard, a London-based analyst with Numis Securities Ltd. “The implicit price is 10 times consensus-estimate earnings for this year for Amec. That’s bang in line for historic trading average and most would say that’s a perfectly reasonable price to pay.”
Amec stockholders will receive 0.75 new Wood Group shares for each Amec share they hold, Aberdeen, Scotland-based Wood Group said Monday. Based on the March 10 closing price, that represents a premium of almost 29 percent to the 30-day average, according to a statement.
The takeover, Wood Group’s biggest, will create a company with a market value of about $6 billion, making it among the largest oil-services companies in Europe, ahead of Saipem SpA and Petrofac Ltd. The deal is expected to boost adjusted earnings per share in the first full year, according to the statement.
“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,” said Wood Group Chairman Ian Marchant, who will retain that position in the combined group.
Robin Watson and David Kemp, chief executive officer and chief financial officer of Wood Group respectively, will also remain in these roles. Four members of Amec’s board will join the new board.
Wood Group put pretax cost synergies at a “run rate” of at least 110 million pounds a year by the end of the third year after completion. About 40 percent of those will come from operations, and 30 percent each from administrative and corporate consolidation, it said in an analyst presentation.
The combined entity will have net debt of $1.6 billion, representing 1.9 times 2016 earnings before interest, taxes, depreciation and amortization. Wood Group plans to cut that to 0.5 to 1.5 times within 18 months of the deal closing, Kemp said.
The acquisition has been recommended by the boards of both companies and is expected to become effective in the second half of 2017. It will also have to be approved by competition authorities including those in Australia, Canada, Kazakhstan, Turkey, the U.K. and the U.S., according to the statement.
Wood Group’s full-year sales and profit both missed analyst estimates, with revenue dropping 16 percent to $4.93 billion and net income tumbling 65 percent to $27.8 million. CEO Watson said last month that challenges will persist this year.
Still, the company also said then it’s seeing “early signs of improvement” in its core U.S. onshore market, particularly in the Permian Basin that spans Texas and New Mexico. By contrast, the U.K. North Sea, where Wood Group got almost 40 percent of its revenue two years ago, now accounts for just 20 percent, he said.
JPMorgan Cazenove and Credit Suisse Group AG were Wood Group’s financial advisers. Goldman Sachs Group Inc., Bank of America Merrill Lynch and Barclays Plc advised Amec.