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Wood Group Announces Disposal of Well Support Division

Well Support Division

Well Support Division

ABERDEEN, United Kingdom, – 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.(1)
* 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.