Marathon's Quiet Stake: A Key Player in John Wood Group's Takeover

LONDON, UK – December 10, 2025 – In the high-stakes world of mergers and acquisitions, sometimes the most telling moves are the quietest. A regulatory filing released today has pulled back the curtain on the position of a significant institutional player in the ongoing takeover of John Wood Group plc, the global engineering giant. Marathon Asset Management, a London-based investment firm known for its savvy in special situations, disclosed a substantial 3.68% stake in Wood Group, confirming its role as a key minority shareholder as the company navigates the final stages of its acquisition by Sidara Limited.

The disclosure, a mandatory Form 8.3 filing under the UK's Takeover Code, reveals Marathon's holding of 25,444,696 shares. While such filings are procedural during a takeover period, they provide a crucial lens into the conviction of major investors. The filing also noted a minor sale of 14,947 shares on December 9. In the context of a multi-billion-dollar deal, this disclosure is more than just paperwork; it’s a data point for a market watching intently to see if Sidara’s troubled, yet critical, acquisition will finally cross the finish line.

A Lifeline for a Troubled Giant

To understand the significance of Marathon's position, one must appreciate the precarious situation at John Wood Group. The company has been on a rollercoaster for the past two years, culminating in the current acquisition agreement with Sidara. This wasn't the first attempt to buy the firm; a series of unsolicited bids from private equity giant Apollo Global Management in 2023 were consistently rebuffed by Wood's board as undervaluing the company.

However, the company's fortunes took a turn. Sidara's renewed interest in 2025 came at a time of significant turmoil for Wood Group. The initial offer was revised downwards from 35 pence to 30 pence per share in August, a 14% cut that Sidara attributed to the discovery of "material weaknesses and failures" in Wood's financial culture and an ongoing investigation by the UK's Financial Conduct Authority (FCA). For Wood Group, which was grappling with a heavy debt load of approximately $1.1 billion and a share price at historic lows, the revised offer became a necessary lifeline.

The deal, structured as a Scheme of Arrangement, was overwhelmingly approved by Wood's shareholders on November 17, with nearly 90% of votes cast in favor. This strong endorsement signaled that investors, likely including Marathon, viewed the acquisition as the most viable path to stability. The deal not only offers cash to shareholders but, more critically, provides a $450 million capital injection and refinances Wood's burdensome debt, extending maturities to 2028 and securing the company’s operational future.

The Power of a Minority Stakeholder

In a UK takeover structured as a Scheme of Arrangement, the approval threshold is high: a majority of shareholders representing at least 75% of the shares' value must vote in favor. In this landscape, a 3.68% stake is far from trivial. While not a blocking stake on its own, it represents significant influence, particularly when institutional investors align. Marathon's continued presence as a major holder through the deal's turbulent negotiations suggests a calculated decision to support the acquisition, viewing the 30p-per-share price and the subsequent stabilization as a favorable outcome.

Interestingly, Marathon's filing notes that it lacks voting discretion over 3.3 million of its shares, or about 13% of its total holding. This typically means those shares are held for clients who retain their own voting rights. This detail slightly dilutes Marathon's direct, independent voting power but underscores its substantial economic interest in the deal's success. As an investment firm specializing in opportunistic credit and event-driven strategies, Marathon's playbook often involves identifying undervalued companies undergoing significant corporate change. Its stake in Wood Group fits this profile perfectly—an investment in a distressed but fundamentally valuable asset whose value is set to be unlocked through a restructuring event.

Reading the Tea Leaves: A Sale or a Signal?

While the headline is Marathon's large holding, the fine print reveals the sale of 14,947 shares. For short-term traders looking for any hint of changing sentiment, such a transaction could spark speculation. Was it a flicker of doubt? A sign of profit-taking before the final hurdles are cleared?

In reality, the sale represents a minuscule 0.06% of Marathon's total position. In the world of institutional asset management, such a trade is almost certainly operational noise rather than a strategic signal. Funds of this size constantly rebalance portfolios, manage cash flows, and execute small trades for a variety of reasons that have no bearing on their core investment thesis. A genuine loss of confidence would be signaled by a sale of millions of shares, not thousands. The market rightly interprets this as a routine adjustment, keeping the focus on the much larger, more significant holding that remains firmly in place, demonstrating Marathon's commitment to seeing the deal through.

Transparency in the Takeover Arena

Ultimately, Marathon's Form 8.3 filing serves as a textbook example of the UK Takeover Code in action. These rules are designed to create an orderly and transparent market during an offer period, preventing any party from building a covert position of influence. By requiring any entity with a stake of 1% or more to publicly disclose their holdings and any dealings, the Code ensures all investors have the same information about who the key stakeholders are and how their positions are changing.

With shareholder and key financing conditions now met, the acquisition of John Wood Group by Sidara is in its final chapter, pending remaining regulatory approvals and court sanction, expected in the first half of 2026. Marathon Asset Management, having navigated the process as a significant and silent stakeholder, now waits alongside other investors for the deal's completion. Its position, revealed not by a press campaign but by a simple regulatory form, speaks volumes about the calculated, patient capital that underpins the market's most complex transformations.