Editing Openai/6952b500-851c-8011-9361-2f64632b350b (section)

=== Assistant: Here’s a clear breakdown of how likely the Wood Group takeover at 30 p per share is to complete, what still needs to ha… ===
Here’s a clear breakdown of how likely the Wood Group takeover at ~30 p per share is to complete, what still needs to happen, and what the share price discount reflects.

==== 🧠 Current Takeover Situation ====

📌 Sidara’s offer
Sidara (via Bidco) offered to buy John Wood Group PLC for 30 p per share in cash, recommended by Wood’s board and approved by shareholders. Investing.com India<ref>{{cite web|title=Investing.com India|url=https://in.investing.com/news/company-news/wood-shareholders-approve-sidaras-cash-acquisition-93CH-5113214|publisher=Investing.com India|access-date=2026-01-01}}</ref>

📌 Completion expected
The companies still expect the deal to complete in the first half of 2026 — but completion is not guaranteed until final legal, regulatory and financing conditions are met. Investing.com<ref>{{cite web|title=Investing.com|url=https://www.investing.com/news/company-news/wood-group-secures-funding-and-advances-in-sidara-acquisition-93CH-4391298|publisher=investing.com|access-date=2026-01-01}}</ref>

==== ✅ What Has Already Happened ====

===== ✔️ Shareholder approval =====

Shareholders voted overwhelmingly in favour of the scheme of arrangement and the special resolutions needed to implement the takeover. Investing.com India<ref>{{cite web|title=Investing.com India|url=https://in.investing.com/news/company-news/wood-shareholders-approve-sidaras-cash-acquisition-93CH-5113214|publisher=Investing.com India|access-date=2026-01-01}}</ref>

===== ✔️ Funding and refinancing progress =====

Key internal financing hurdles have been satisfied:
* Interim funding put in place
* Debt facilities extended to 2028
* Some “Exceptional Conditions” already met. Investing.com<ref>{{cite web|title=Investing.com|url=https://www.investing.com/news/company-news/wood-group-secures-funding-and-advances-in-sidara-acquisition-93CH-4391298|publisher=investing.com|access-date=2026-01-01}}</ref>

This strengthens the chances the deal will go through because it shows Sidara and Wood have resolved some big financial risks.

==== ❗ What Still Needs to Happen Before Completion ====

Even with shareholder approval, several conditions remain outstanding:

===== 🔹 Regulatory and antitrust approvals =====

Authorities must clear the transaction — this can take time and isn’t fully under Wood’s or Sidara’s control. Wood<ref>{{cite web|title=Wood|url=https://www.woodplc.com/news/latest-press-releases/2025/update-on-the-amendment-and-extension%2C-access-to-funding-and-satisfaction-of-certain-exceptional-conditions-to-the-sidara-acquisition|publisher=woodplc.com|access-date=2026-01-01}}</ref>

===== 🔹 Court sanction (scheme approval) =====

Since this is being done via a court-sanctioned scheme of arrangement, a court must formally approve it. Wood<ref>{{cite web|title=Wood|url=https://www.woodplc.com/investors/pages/sidara-proposal-2025?a=308713|publisher=woodplc.com|access-date=2026-01-01}}</ref>

===== 🔹 No material debt acceleration =====

One of the Exceptional Conditions is that none of Wood’s amended debt facilities are terminated or accelerated in a way that violates the terms — this is still outstanding and could derail the deal if triggered. Wood<ref>{{cite web|title=Wood|url=https://www.woodplc.com/news/latest-press-releases/2025/update-on-the-amendment-and-extension%2C-access-to-funding-and-satisfaction-of-certain-exceptional-conditions-to-the-sidara-acquisition|publisher=woodplc.com|access-date=2026-01-01}}</ref>

===== 🔹 Other legal and documentary requirements =====

Certain legal steps and paperwork must still be completed — until these are done, the offer isn’t legally binding. Wood<ref>{{cite web|title=Wood|url=https://www.woodplc.com/investors/pages/sidara-proposal-2025?a=308713|publisher=woodplc.com|access-date=2026-01-01}}</ref>

==== 📉 Why the Share Price Still Trades Below 30p ====

Even though 30p is the offer price, the market discounts the share price below that level because of remaining uncertainty:

===== 1. Completion risk =====

Shares do not automatically trade at the offer price until the deal is unconditional — and right now it’s still conditional on several things that could fail. Wood<ref>{{cite web|title=Wood|url=https://www.woodplc.com/investors/pages/sidara-proposal-2025?a=308713|publisher=woodplc.com|access-date=2026-01-01}}</ref>

===== 2. Regulatory unknowns =====

Antitrust and court approvals aren’t guaranteed and can be slow — markets price in the risk they may be delayed or refused. Wood<ref>{{cite web|title=Wood|url=https://www.woodplc.com/news/latest-press-releases/2025/update-on-the-amendment-and-extension%2C-access-to-funding-and-satisfaction-of-certain-exceptional-conditions-to-the-sidara-acquisition|publisher=woodplc.com|access-date=2026-01-01}}</ref>

===== 3. Company history & risk premium =====

Wood had accounting issues, liquidity pressures, and a long suspension of trading earlier in 2025 — investors demand a discount for these risks. Investing.com<ref>{{cite web|title=Investing.com|url=https://www.investing.com/news/company-news/wood-shareholders-approve-sidaras-cash-acquisition-93CH-4363204|publisher=investing.com|access-date=2026-01-01}}</ref>

===== 4. Exceptional Conditions =====

Because some critical conditions can’t be waived and would automatically cancel the deal if unmet, the market treats them as real risk factors. Wood<ref>{{cite web|title=Wood|url=https://www.woodplc.com/investors/pages/sidara-proposal-2025?a=308713|publisher=woodplc.com|access-date=2026-01-01}}</ref>

==== 📅 Timeline & Probabilities ====

Here’s how the likely sequence looks:

| Step                                       | Expected Timing    | Status                      |
| ------------------------------------------ | ------------------ | --------------------------- |
| Regulatory and antitrust decisions         | Early–mid 2026     | Ongoing                     |
| Court sanction of scheme                   | Before completion  | Pending                     |
| Deal completion / scheme becomes effective | H1 2026 (expected) | On track but not guaranteed |

Probability view (market implied):
Because the share trades below 30p, the market is effectively saying there is meaningful risk the deal might be delayed, renegotiated, or even fail — so it’s pricing in a risk discount.

==== 📌 Bottom Line ====

✅ Deal likelihood: Still good — significant progress has been made, and shareholders have approved it.
⚠️ Deal isn’t guaranteed: Some hard conditions still need satisfying (regulatory, court sanction, no debt acceleration).
📉 Shares trade below offer price: Because the market is discounting the uncertainty left before formal completion.

If you’d like, I can explain what happens to your shares (and your options) in different scenarios — for example, if the deal completes as planned, if it’s delayed, or if it collapses.