Disposal of Well Support Division for $2.8 billion
14 February 2011
John Wood Group PLC ("Wood Group", the "Group")
Disposal of Well Support Division for $2.8 billion
Return of cash of not less than $1.7 billion
Wood Group, the international energy services company, today announces it has
entered into a conditional agreement to sell its Well Support Division to GE
for cash consideration of $2.8 billion (the "Disposal"). Following the
Disposal, the Board of Directors intends that Wood Group will return cash of
not less than $1.7 billion to shareholders (the "Return of Cash").
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.
Commenting on the Disposal, Allister Langlands, Chief Executive of Wood Group,
said:
"The significant investment programme in Well Support over the years and the
expertise and dedication of all our people is reflected in the price achieved.
I believe that GE will be a good owner of the business and, with its scale and
reach, be able to accelerate the future international growth of the business. I
want to thank all the Well Support people for their outstanding service to Wood
Group over many years, and I wish them every success in the future."
"Our shareholders will benefit from a significant return of cash and we plan to
continue to pursue our successful growth strategy of targeted geographic
expansion and broadening of the service offering in our core engineering and
operations & maintenance activities in oil & gas and power markets."
Claudi Santiago, President and CEO, GE Oil & Gas said:
"With world-class products and people, Wood Group's Well Support division has
excellent strategic fit with our business model of high technology engineering,
manufacturing and services. The acquisition is another major step forward for
GE Oil & Gas in executing our strategy to equip and serve our global oil and
gas customers with the mission-critical equipment and solutions required to
address their toughest technical challenges and growth objectives."
This summary should be read in conjunction with the full text of the
announcement.
-Ends-
Enquiries:
There will be a conference call to discuss the Disposal at 9am today. The dial
in number is +44 1296 317 500 and the pass code is 163 481. The call will also
be available on www.woodgroup.com.
Results for the year ended 31 December 2010 will be announced on 21 February
2011 and a presentation for analysts will be held at 9am at the Lincoln Centre,
18 Lincoln's Inn Fields, London, WC2A 3ED.
Wood Group
Allister Langlands, Chief Executive
Alan Semple, Group Finance Director
Nick Gilman, Group Head of Communications & Investor Relations
Tel: +44 (0)1224 851000
Credit Suisse (Financial Adviser and Corporate Broker)
James Leigh-Pemberton
Greg Weinberger
Tristan Lovegrove
Tel: +44 (0)20 7888 8888
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)
Michael Wentworth-Stanley
Robert Constant
Tel: +44 (0)20 7588 2828
Brunswick (Public Relations)
Patrick Handley
Nina Coad
Tel: +44 (0)20 7404 5959
Notes to editors
1. Wood Group
Wood Group is an international energy services company with US$5 billion of
revenues, employing more than 29,000 people and operating in 50 countries. The
Group has three divisions - Engineering & Production Facilities, Well Support,
and Gas Turbine Services - providing a range of engineering, production
support, maintenance management and industrial gas turbine overhaul and repair
services to the oil & gas, and power generation industries worldwide.
Further information is available at www.woodgroup.com.
2. Well Support
Well Support offers services, products and solutions to global customers for
the development and production enhancement of their oil and gas reservoirs. The
Well Support Division, headquartered in Houston, TX, is comprised of three
businesses: Wood Group ESP, Wood Group Pressure Control and Wood Group Logging
Services.
3. Cautionary Statement
This announcement has been issued by, and is the sole responsibility of, Wood
Group. No representation or warranty express or implied, is or will be made as
to or in relation to, and no responsibility or liability is or will be accepted
by Credit Suisse Securities (Europe) Limited ("Credit Suisse") or J.P. Morgan
plc or by any of their affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers and any liability therefore is expressly disclaimed.
Credit Suisse is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Wood Group and for no one else in
connection with the matters set out in this announcement and the Disposal and
will not be responsible to anyone other than Wood Group for providing the
protections afforded to clients of Credit Suisse nor for providing advice in
relation to the Disposal or any matters set out in this announcement. Neither
Credit Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Credit Suisse in connection with this
announcement, any statement contained herein or otherwise.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Wood Group and for no one else in
connection with the matters set out in this announcement and the Disposal and
will not be responsible to anyone other than Wood Group for providing the
protections afforded to clients of J.P. Morgan plc nor for providing advice in
relation to the Disposal or any matters set out in this announcement.
This announcement contains (or may contain) certain forward-looking statements
with respect to Wood Group's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to change
without notice and, except as required by applicable law, neither Wood Group,
Credit Suisse nor J.P. Morgan Cazenove assumes any responsibility or obligation
to update publicly or review any of the forward-looking statements contained
herein. You should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
Nothing in this document should be construed as a profit forecast or be
interpreted to mean that the future earnings per share, profits, margins or
cash flows of Wood Group will necessarily be greater than the historic
published figures.
14 February 2011
John Wood Group PLC ("Wood Group", the "Group" or the "Company")
Disposal of Well Support Division for $2.8 billion
Return of cash of not less than $1.7 billion
1. Introduction
Wood Group has entered into a conditional stock purchase agreement (the
"Disposal Agreement") to sell its Well Support Division (further details of
which are set out in paragraph 3) to GE Energy Manufacturing, Inc. ("GE") for
cash consideration of $2.8 billion (the "Disposal"). The principal terms of the
Disposal Agreement are described in more detail in paragraph 5.
The Disposal, because of its size in relation to the Company, is a Class 1
transaction for Wood Group under the Listing Rules and is therefore
conditional, amongst other things, upon the approval of Wood Group's
shareholders. A circular will be sent to shareholders shortly containing
further details of the Disposal and a notice convening a general meeting of the
Company to consider a resolution to approve the Disposal.
2. Background to and reasons for the Disposal
The Board believes that the agreed price of $2.8bn is an attractive and certain
value, which fully recognises the strong performance and future prospects of
the Well Support Division. The Board also believes that the Disposal at the
agreed price 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 Board considers the continuing Group to be well positioned to generate
growth going forward. The disposal of the Well Support Division, together with
the recently announced acquisition of PSN, is in line with the continuing
Group's enhanced strategic focus on services provision across 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.
3. Information on the Well Support Division
The Well Support Division Chief Executive is Jim Renfroe and the Chief
Financial Officer is Grant Johnston. The businesses in the Well Support
Division comprise:
* Wood Group ESP - An electric submersible pump design, manufacturing and
service business providing electric submersible and surface pumps, variable
speed controls and system integration offerings to the oil & gas sector.
Wood Group ESP is headquartered in Oklahoma City, US and active in 45
countries. Wood Group considers Gareth C. Ford, President and CEO, and
Steve Ross, Chief Financial Officer, the key executives who are important
to the business of Wood Group ESP.
* Wood Group Pressure Control - A manufacturer of surface wellheads and
valves and provider of wellhead solutions to the oil & gas sector. Wood
Group Pressure Control is headquartered in Houston, US and active in 22
countries. Wood Group considers Ian Milne, President, and Brian Small,
Chief Financial Officer, the key executives who are important to the
business of Wood Group Pressure Control.
* Wood Group Logging Services - A provider of cased hole logging and
slickline services to the oil & gas sector. Wood Group Logging Services is
headquartered in Houston, with operations in the US, Argentina and
Venezuela. Wood Group considers John Paul Jones, President, and Jon
Piantes, Chief Financial Officer, the key executives who are important to
the business of Wood Group Logging Services.
A summary of the trading results for the Well Support Division for the two
years ended 31 December 2010 (on an IFRS basis) is set out below:
$m Year ended 31 Dec Year ended 31 Dec
2010 20092
Revenue 947.1m 813.7m
EBITDA 165.9m 106.7m
EBITA 128.1m 75.1m
At 31 December 2010, the Well Support Division had net assets of $361.7million
and gross assets of $604.7million2.
4. Return of Cash to shareholders and financial effects of the disposal
Following completion of the Disposal, net cash proceeds, after estimated tax,
fees and expenses, of approximately $2.6 billion are expected to be received
and a post tax profit on Disposal of approximately $2.2 billion is expected to
be realised.
Having considered the expected net proceeds from the Disposal of the Well
Support Division together with the forecast operating cash flow of the
continuing Group, including associated working capital requirements, the
continuing Group's capex profile, nearer term acquisition opportunities and the
recently announced acquisition of PSN, the Board intend that Wood Group will
return cash to shareholders of not less than $1.7 billion (the "Return of
Cash"). Details regarding the Return of Cash are expected to be communicated to
shareholders following completion of the Disposal. The Return of Cash will be
subject to the approval of shareholders at a subsequent general meeting. Until
the Return of Cash is completed, the proceeds of the Disposal will be deposited
in the money markets with banks, or invested in money market funds, or used to
repay part of the Group's outstanding bank debt.
The effect of the Disposal of the Well Support Division, together with the
intended Return of Cash to shareholders, is expected to be significantly
earnings per share enhancing immediately following completion. Actual net debt
at 31 December 2010 was $15 million and average gross debt for the year was
$364 million. Average gross debt for the year ended 31 December 2010, adjusted
to show the impact of the announced PSN acquisition and the Well Support
Division Disposal, further adjusted for the minimum proposed Return of Cash of
$1.7 billion, would have been $339 million and average gross debt to pro forma
2010 EBITDA would have been 1.0x.
Illustrativeaverage gross 2010
debt($million)
Average gross debt 2010 364m
PSN acquisition finance 875m
Well Support Disposal
- Price (2,800m)
- Estimated tax, fees and 200m
expenses
(2,600m)
Return of Cash 1,700m
339m
Illustrative average gross debt/pro forma 2010 1.0x
EBITDA
Illustrative average net debt at 31 December 0.4x
2010/pro forma 2010 EBITDA7
5. Principal terms of the Disposal
Under the terms of the Disposal Agreement, the Disposal will be structured as a
sale by Wood Group and several of its subsidiaries (together with Wood Group,
the "Sellers") of all of the shares held by them in their respective direct and
indirect subsidiaries which together operate the Well Support Division's
business.
The consideration for the Disposal will be the cash payment at completion of
$2.8 billion from GE to Wood Group. The consideration is subject to a customary
working capital adjustment.
Completion of the Disposal is conditional, among other things, upon obtaining
competition clearance from the United States and other applicable anti-trust
authorities and the approval of Wood Group shareholders at a general meeting of
the Company.
The Disposal Agreement may be terminated prior to completion in certain
circumstances, including: (i) by Wood Group or GE if completion of the Disposal
is not approved by Wood Group shareholders; (ii) by GE if the directors of Wood
Group withdraw, qualify or adversely modify their recommendation of the
Disposal; (iii) by Wood Group or GE if completion has not occurred by 13 May
2011 (or 13 February 2012 if the failure to complete is caused by a failure to
obtain the necessary competition clearances by such date); or (iv) by Wood
Group or GE (as applicable), in certain circumstances, where GE or Wood Group
(as applicable) breaches its representations and warranties or fails to perform
its covenants, subject to a 30 day grace period.
The Company has agreed to pay GE a break fee of $28 million, in certain
circumstances, where the Disposal Agreement is terminated on account of (a)
Wood Group shareholders' failure to approve the Disposal or (b) the directors
of Wood Group having withdrawn, qualified or adversely modified their
recommendation of the resolution approving the Disposal.
In the period between signing and completion of the Disposal Agreement, Wood
Group is subject to customary conduct of business and non-solicitation
obligations.
The Disposal Agreement contains customary representations, warranties,
covenants and indemnities which are also subject to customary limitations.
Those directors of Wood Group who hold shares in the Company have each agreed
to provide irrevocable undertakings to cast all votes attaching to those shares
of which they are the sole beneficial owner in favour of the resolution to be
proposed at the general meeting of the Company to approve the Disposal which
constitute, in aggregate, 29,742,815 ordinary shares in Wood Group,
representing approximately 5.6 per cent. of the total ordinary issued share
capital of Wood Group as at 21 January 2011 (the latest practicable date prior
to publication of this announcement).
In addition, Wood Group and GE have agreed to discuss a commercial arrangement
in the Gas Turbine Services sector. If no agreement is reached within 90 days,
GE has agreed to pay Wood Group $50 million upon the later of 13 May 2011 or
the closing of GE's acquisition of the Wood Group's Well Support Division.
6. Financial advice
Credit Suisse and J.P. Morgan Cazenove are acting as Joint Financial Advisers
and Joint Corporate Brokers to Wood Group in relation to the Disposal.
-Ends-
Enquiries:
There will be a conference call to discuss the Disposal at 9am today. The dial
in number is +44 1296 317 500 and the pass code is 163 481. The call will also
be available on www.woodgroup.com.
Results for the year ended 31 December 2010 will be announced on 21 February
and a presentation for analysts will be held at 9am at the Lincoln Centre, 18
Lincoln's Inn Fields, London, WC2A 3ED.
Wood Group
Allister Langlands, Chief Executive
Alan Semple, Group Finance Director
Nick Gilman, Group Head of Communications & Investor Relations
Tel: +44 (0)1224 851000
Credit Suisse (Financial Adviser and Corporate Broker)
James Leigh-Pemberton
Greg Weinberger
Tristan Lovegrove
Tel: +44 (0)20 7888 8888
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)
Michael Wentworth-Stanley
Robert Constant
Tel: +44 (0)20 7588 2828
Brunswick (Public Relations)
Patrick Handley
Nina Coad
Tel: +44 (0)20 7404 5959
Notes to editors
1. Wood Group
Wood Group is an international energy services company with US$5 billion of
revenues, employing more than 29,000 people and operating in 50 countries. The
Group has three divisions - Engineering & Production Facilities, Well Support,
and Gas Turbine Services - providing a range of engineering, production
support, maintenance management and industrial gas turbine overhaul and repair
services to the oil & gas, and power generation industries worldwide.
Further information is available at www.woodgroup.com.
2. Well Support
Well Support offers services, products and solutions to global customers for
the development and production enhancement of their oil and gas reservoirs. The
Well Support Division, headquartered in Houston, TX, is comprised of three
businesses: Wood Group ESP, Wood Group Pressure Control and Wood Group Logging
Services.
3. Cautionary Statement
This announcement has been issued by, and is the sole responsibility of, Wood
Group. No representation or warranty express or implied, is or will be made as
to or in relation to, and no responsibility or liability is or will be accepted
by Credit Suisse Securities (Europe) Limited ("Credit Suisse") or J.P. Morgan
plc or by any of their affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers and any liability therefore is expressly disclaimed.
Credit Suisse is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Wood Group and for no one else in
connection with the matters set out in this announcement and the Disposal and
will not be responsible to anyone other than Wood Group for providing the
protections afforded to clients of Credit Suisse nor for providing advice in
relation to the Disposal or any matters set out in this announcement. Neither
Credit Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Credit Suisse in connection with this
announcement, any statement contained herein or otherwise.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Wood Group and for no one else in
connection with the matters set out in this announcement and the Disposal and
will not be responsible to anyone other than Wood Group for providing the
protections afforded to clients of J.P. Morgan plc nor for providing advice in
relation to the Disposal or any matters set out in this announcement.
This announcement contains (or may contain) certain forward-looking statements
with respect to Wood Group's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to change
without notice and, except as required by applicable law, neither Wood Group,
Credit Suisse nor J.P. Morgan Cazenove assumes any responsibility or obligation
to update publicly or review any of the forward-looking statements contained
herein. You should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.
Nothing in this document should be construed as a profit forecast or be
interpreted to mean that the future earnings per share, profits, margins or
cash flows of Wood Group will necessarily be greater than the historic
published figures.
All Well Support figures in this paragraph are based on the estimated unaudited
2010 full year results and the balance sheet position as at 31 December 2010.
Gross assets exclude intercompany and cash balances.
All figures in this paragraph, including the 2009 comparatives, are based on
the estimated unaudited 2010 full year results for the Well Support Division.
Gross and net assets exclude intercompany and cash balances.
The pre tax profit on Disposal is calculated assuming that the customary
working capital adjustments to the agreed purchase price of $2.8billion (see
paragraph 5) are zero.
This statement does not constitute a profit forecast and should not be
interpreted to mean that Wood Group's earnings per share for 2011 will
necessarily match, or be greater or less than, historical published earnings
per share.
Adjustment reflects the announced agreement to acquire PSN for a total
enterprise value of $955 million, financed through $875 million of debt and $80
million of new Wood Group shares (see acquisition announcement of December 13
for further details).
All figures in this paragraph (unless otherwise specified) are based on the
estimated unaudited 2010 full year results for Wood Group.
Based on 2010 unaudited estimated EBITDA of the Group, adjusted to assume a
full year contribution from PSN and the full year effect of the Disposal, of
$353m.
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