Wilhelmsen and Wallenius merge to form world-leading
shipping and logistics platform
On 5 September 2016, Wilh. Wilhelmsen Holding ASA and
Wilh. Wilhelmsen ASA (WWASA) signed a letter of intent
with Rederi AB Soya and Wallenius Lines AB, whereby it
was agreed to establish a new ownership structure for
their jointly owned investments.
As of today, the parties have signed a transaction
agreement, as detailed in a stock exchange notice from
Wilh. Wilhelmsen ASA dated 22 December 2016.
The main terms include:
- At the day of the merger, Wallenius Lines and
Wilh. Wilhelmsen Holding will hold 48% and 37.8%
respectively. Minority shareholders in WWASA will hold
the remaining 14.2% of the shares.
- Subsequent to completion of the merger, it is
agreed that Wallenius shall reduce its shareholding in
order to reach the same ownership level as Wilh.
Wilhelmsen Holding ASA has in WWASA. Subject to
certain conditions, at least 25% of the shares shall
be sold within four weeks after completion of the
merger. The remaining shares shall be sold no later
than three weeks after the second quarterly reporting
of WWASA following completion the merger. Following
the reduction, Wilhelmsen's and Wallenius' proforma
ownership will be 75.6%, and this is expected to
facilitate a significantly improved trading liquidity
in the WWASA shares.
- In relation to the 75% remaining shares, Wilh.
Wilhelmsen Holding ASA has entered a risk sharing
agreement with Wallenius, where Wilh. Wilhelmsen
Holding ASA and Wallenius will equally share any
upside if the shares are sold for more than NOK 32.50
per share and downside if the shares are sold for less
than NOK 22.50 per share. Until all of the shares have
been sold, Wallenius shall at possible general
meetings of WWLASA not vote for more than the total
number of shares held by Wilh. Wilhelmsen Holding ASA.
- Wilh. Wilhelmsen Holding and Wallenius Lines
have enter into a limited shareholders' agreement
dealing with board representation and a right of first
refusal if either of the parties sell below 20%.
Further, the parties have agreed a twelve months "stay
away period", in which neither party are allowed to
increase their holdings in the new combined entity.
The agreement shall remain in force until 31 December
2021.
- Closing of the merger is expected early April,
subject to relevant regulatory and shareholders'
approvals.
"The markets in which our shipping and logistics
entities operate are going through rapid change and
requires a more agile and efficient business model. We
are happy to have reached an agreement with our
Swedish partners creating an agile, world-leading,
sustainable shipping and logistics platform," says
Thomas Wilhelmsen, group CEO at Wilhelmsen.
"In addition to establishing one common, more
efficient owner and governance structure, the proposed
merger is expected to enable substantial synergies by
combining the assets and harvesting economies of
scale, including more optimal tonnage planning, and
administrative, commercial, and operational
efficiencies between the entities," says Thomas
Wilhelmsen, group CEO at Wilhelmsen.
Further to the prospects for the new entity, the board
of Wilhelmsen states that: "Not only will we create a
world leading transporter of car and ro-ro cargoes,
but the proposed merger will also facilitate a growth
path for the land-based logistics offer where we
expect new investments and development of products and
services going forward."