UK court sanctions Wood Group-Amec FW merger scheme

October 5, 2017

A UK court has sanctioned the scheme of arrangement related to Wood Group’s proposed takeover of rival Amec Foster Wheeler. The combination of the two oilfield services providers will become effective on Friday, October 6, following the delivery of the court order.

Wood Group launched the offer for Amec Foster Wheeler back in March, valuing AFW at around $2.7 billion.

On March 13, 2017, the boards of John Wood Group and Amec Foster Wheeler announced that they had reached agreement on the terms of a recommended all-share offer by Wood Group for Amec Foster Wheeler to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006.

Following clearances by the UK competition watchdog and the Mexican anti-trust commission in September, Wood Group and Amec Foster Wheeler announced on Thursday that, at a hearing held earlier that day, the High Court of Justice in England and Wales sanctioned the scheme.

Delivery of the court order to the Registrar of Companies is expected to take place on Friday, at which point the scheme will become effective. The transaction is expected to be completed following the delivery of the scheme court order.

The last day of dealings in, and for registration of transfers of, Amec Foster Wheeler shares will be Friday, October 6, 2017. No transfers of Amec Foster Wheeler Shares will be registered after 6.00 p.m. on Friday.

Upon the scheme becoming effective, scheme shareholders will receive 0.75 of a new ordinary share of 4 2/7 pence each in the capital of Wood Group in exchange for each Amec Foster Wheeler Share held by them at the Scheme Record Time, being 6.00 p.m. (BST) October 6, 2017. As at October 4, 2017, the closing price of each Wood Group ordinary share was 700p.

It is expected that the cancellation of the admission to trading of Amec Foster Wheeler Shares on the London Stock Exchange’s Main Market for listed securities and the cancellation of the listing of Amec Foster Wheeler shares from the premium segment of the Official List of the UK Listing Authority will each take place by 8.00 a.m. on October 9, 2017.