WG.14 Feb 2011 07:54
Highlights:
* The price of $2.8 billion fully recognises the strong performance and
future prospects of the Well Support Division. Net proceeds after estimated
tax, fees and expenses are $2.6 billion. For the year ended 31 December
2010 the Well Support Division had revenues of $947.1 million, EBITDA of
$165.9 million and EBITA of $128.1 million. At 31 December 2010 it had
gross assets of $604.7 million.
* The Disposal will accelerate the delivery of value to shareholders and
reflects Wood Group's success in building the Well Support Division's
differentiation and market position as a leading provider of products and
services for drilling and production operations.
* The Disposal of the Well Support Division, together with the recently
announced acquisition of PSN, is in line with Wood Group's enhanced
strategic focus on its core engineering and operations & maintenance
activities in its Engineering & Production Facilities and Gas Turbine
Services divisions.
* Conditions in the oil & gas and power markets are anticipated to continue
to strengthen and Wood Group will continue to pursue its strategy of
targeted geographic expansion and broadening of the service offering
through organic and acquisition-led growth.
* Having considered the expected net proceeds from the sale of the Well
Support Division, together with the forecast operating cash flow of Wood
Group, including associated working capital requirements, the Group's capex
profile, nearer term acquisition opportunities and the recently announced
acquisition of PSN, the Board intends that Wood Group will return cash to
shareholders of not less than $1.7 billion (the "Return of Cash").
Following the Disposal and the Return of Cash, the ratio of illustrative
average gross debt to 2010 pro forma EBITDA will be 1.0x. Details regarding
the mechanism for the Return of Cash will be announced following the
completion of the Disposal.
* The effect of the Disposal of the Well Support Division, together with the
Return of Cash, is expected to be significantly earnings per share
enhancing immediately following completion.
* The Disposal is conditional, amongst other things, upon obtaining
anti-trust clearances and the approval of Wood Group shareholders at a
general meeting (the "General Meeting"). The Disposal is targeted for
completion by the end of Q2 2011. A circular containing further details of
the Disposal, the action recommended to be taken by Wood Group shareholders
and setting out the notice of the General Meeting and the resolution
required to approve the Disposal will be sent to Wood Group shareholders
shortly.