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Wood board playing a blinder with Deloitte review — PE can now strike fast

A lot of noise about governance issues, but people are missing the real move here…

Wood didn’t just sanction a Deloitte review to tick a box — they commissioned it to prep the company for SALE.

This is smart, strategic, and VERY bullish. Why?

It’s external due diligence done FOR any incoming bidder. No need to waste weeks digging through financials — it’s all been independently verified.

PE firms LOVE this. Clean, third-party risk analysis = faster deal process = easier to greenlight internally.

Sidara’s terms are now public. Valuation out in the open. Bidders know the number to beat (~£1.58bn EV).

Perfect setup for a PE counter-offer. Apollo, Brookfield, Advent — whoever’s interested can step in and move quickly.

This is Wood saying:

> “We’ve cleaned house. Here’s the data. Here’s the bar. If you want in — step up.”

Don’t be surprised if a rival bidder shows up FAST.

This is no longer a one-horse race.

No need for DD from other bidders. They can simply refer to the Deloitte review

For Wood to insert the following clause, they must feel it is a possibility.

**unless in the context of a competing bid that is matched or improved upon by Sidara**

Ill be amazed if the Sidara bid price is not challenged by at least 1 other bidder.

Among other things, in the event that the Wood Board withdraws its recommendation of the Offer, any funding drawn down under the Sidara Liquidity Arrangements would become immediately repayable (**unless in the context of a competing bid that is matched or improved upon by Sidara**).

**unless in the context of a competing bid that is matched or improved upon by Sidara**

I suspect Sidara is prepared for a bidding war and they have started low. The BOD has made the correct decision recommend (=fire the starting gun)

Let’s be clear: this wasn’t just a disclosure — it was a flare in the sky.

By showing not just the 35p/share offer but also the size of the equity injection, Wood’s board:

Broadcast the valuation anchor to every other potential bidder, especially private equity

Framed the Sidara bid as a transformation + recap deal, not just a simple buyout

This tells the market:

> "Here’s what’s on the table. If you’re interested, you know the terms you need to beat — we’re in play."

Private equity thrives on distressed-but-fixable plays like this. And now they have a blueprint: buy Wood for ~£1.2–£1.3bn equity, inject some growth capital post-acquisition, clean up governance, fix the balance sheet, and exit in 3–5 years. Classic PE.

Wood’s board has just made it much easier for a competing offer to materialise. Whether it’s Apollo, Advent, Brookfield, or someone else — they’ve now got the roadmap.

Let’s see who steps up.

It's a done deal unless another buyer appears.

100p is what is being offered by Sidara, but shareholders will only see 35p.

PE can now enter and offer something that is more attractive to shareholders.

With only 35p to beat, I'd be amazed if they did not enter the race.

I doubt the books were opened again for less than 60p.

The extension benefits everyone except Sidara.

Restatement? More Like Green Light for Sidara

Let’s not lose sight of what Deloitte’s review really confirmed:

Issues isolated to the Projects division

No material impact on operating cash flow

That’s huge. It means this isn’t a systemic mess—it’s a clean-up in one area, and crucially, cash generation is intact.

Now think like Sidara:

You already know the business from last year’s due diligence

You’ve had months to line up your strategy

Now you’ve got clarity that the core financial engine still works

If anything, this removes the last bit of fog and gives them the perfect window to move. Add in the weakened share price, and this setup looks more attractive, not less.

Sidara didn’t come back for nothing. This might just be the moment.

There’s been a lot of noise around Wood’s upcoming restatements and what it means for the numbers, especially EBITDA. But let’s step back for a second and focus on what really matters—cash flow.

In their latest update, Wood was clear:

> “No material impact on the Group’s historical cash flow generation.”

That’s massive. It tells us this is an accounting clean-up, not a cash crisis.

That means cash was actually received and paid as previously reported. The problems lie in accrual accounting, i.e. how revenue, costs, and profit were timed or recognized on the income statement—not in real-world cash movements.

Valuations long term are based on cash flow, not EBITDA headlines

Debt repayments, investments, and shareholder returns are funded by cash, not accounting profits

The company has already guided for improved OCF and EBITDA in FY25

Yes, it dents past optics. But the business is still generating cash—and that’s the lifeblood. If anything, the kitchen sink is being used now so they can rebuild clean from here.

Don’t underestimate the value of a flushed-out balance sheet and a cash-generative Projects business that’s finally under tighter control.

Yes. It's a very important point. If we were heading for catastrophe they'd be out.

While the market second-guesses Sidara, takeover deadlines, and WG's next move, one thing that shouldn't go unnoticed: Sparta Capital is still holding its full stake in Wood Group—and that’s no small thing.

Sparta first got involved in 2022 and have consistently held around 3.9% of the company. They’re not tourists—they’re activist investors with a clear plan. They’ve publicly called for:

A potential sale of the business

A shift to a U.S. listing to unlock higher valuations

Greater focus on shareholder returns

This is a firm that has done its homework. They’ve weathered Apollo’s failed bid, a business turnaround, the first Sidara attempt, and now the second round of takeover talks. Through it all, they’ve chosen to hold—not trim, not add, but hold.

That might sound passive to some, but it actually speaks to their discipline. Sparta doesn’t chase hype. If they saw downside risk or loss of conviction, they’d be out—or at least reducing. They’re not. That tells me they still believe:

WG is structurally undervalued

A catalyst is coming, whether a deal or internal performance

The market is mispricing the long-term story

So while others panic over April 17, I’m watching the moves of those who’ve done the real analysis. Sparta staying in is a quiet but powerful signal: the real value in Wood Group hasn’t gone anywhere.

At ~25p per share, the market is effectively pricing in failure. Yet this price vastly understates the long-term earnings power of Wood. With FY2024 revenues expected to exceed $6bn and EBITDA stabilising, the equity is trading at a distressed valuation — despite the business no longer being distressed.

There is an advantage for PE to wait for Sidara to act.

Why?

1. Price Discovery

If Sidara makes a formal offer (especially a binding one), it sets a clear valuation floor.

PE firms can then decide if it's worth bidding above that — or walking away if the price gets too rich.

2. Due Diligence Clarity

Sidara's formal bid may trigger Wood Group to open due diligence processes.

PE firms can piggyback on that, or wait to see what’s disclosed before committing to a rival offer.

3. Avoiding a Bidding War Too Early

Early moves from PE can inflate the price prematurely.

Waiting gives them time to see if Sidara’s bid faces resistance (e.g., shareholder pushback, regulatory risk, or undervaluation concerns), and strike only if there's weakness.

There is an advantage for PE to wait for Sidara to fully show their hand

SIDARA IS AT THE TABLE

Must be approaching $20 million.

The fact that they came back and remain at the table confirms this deal will be done.

35p ask