Wilh. Wilhelmsen Holding ASA and Wilh. Wilhelmsen ASA have signed a letter of intent with Rederi AB Soya and Wallenius Lines AB whereby the parties have agreed to establish a new ownership structure for their jointly owned investments. The proposed structure takes the partnership, dating back to 1999, to a new level
The intention is to merge the parties' ownership in the jointly owned entities Wallenius Wilhelmsen Logistics (jointly owned 100%), EUKOR Car Carriers (jointly owned 80%) and American Roll-on Roll-off Carrier (jointly owned 100%). In addition, the parties will merge the ownership of the majority of their vessels and affected assets and liabilities.
Upon completing the transaction, Wilh. Wilhelmsen Holding ASA and Wallenius Lines AB will have equal ownership in one joint company. The parties plan to own in the region of 40% each. When merging the ownerships, Wilh. Wilhelmsen ASA will issue new shares to Wallenius Lines AB. The final terms and ownership level will be confirmed with the announcement of the final agreement within year-end.
The new entity, to be named Wallenius Wilhelmsen Logistics ASA, will be based on the existing listing of Wilh. Wilhelmsen ASA and continue to be listed on the Oslo Stock Exchange.
The head office for the new company will be in Norway. Craig Jasienski, currently CEO and president of EUKOR Car Carriers, will become CEO of Wallenius Wilhelmsen Logistics ASA. The board of the new company will have seven to nine shareholder elected members, of which the majority owners will have two members each. Håkan Larsson, current chair of the steering committee for the jointly owned entities, will be proposed as chair of the board.
"The markets in which the jointly owned entities operate are going through rapid change and require a more agile and efficient business model. In addition to establishing one common owner and governance structure, the proposed merger is expected to enable synergies between USD 50-100 million by combining the assets and harvesting economies of scale, including more optimal tonnage planning, and administrative, commercial, and operational efficiencies between the entities," says Jan Eyvin Wang, president and CEO of Wilh. Wilhelmsen ASA.
"Changing market dynamics and pressure on margins enforce a fundamental change in how we manage our joint ventures, especially within the shipping segment," says Thomas Wilhelmsen, chair of Wilh. Wilhelmsen ASA, and Diderik Schnitler, chair of Wilh. Wilhelmsen Holding ASA as a joint statement for the reasoning behind the proposed changes. "Together with our Swedish-based partner, we wish to continue to be a world leading player within the car and ro-ro segments and grow our logistics footprint to serve our customers."
The proposed transaction is subject to due diligence, final agreements on valuation and exchange ratio, negotiation of final legal agreements, approval from relevant competition authorities and the boards, and general meetings of the respective parties. The parties will negotiate in good faith and expect to sign final legal agreements before the end of the year. The final agreements will include a limited shareholders' agreement between the two major owners, dealing with board representation and a right of first refusal if either of the parties sell below 20 %. The proposed transaction is expected to close within the first quarter of 2017.
A merger prospectus or other kind of information memorandum will be prepared in connection with the general meeting in Wilh. Wilhelmsen ASA that is to approve the merger, with further terms and details in accordance with applicable laws and regulations. The general meeting is expected to take place in the first quarter of 2017.
Wilh. Wilhelmsen ASA has appointed Arctic Securities as financial advisors and Wiersholm as legal advisors. Rederi AB Soya and Wallenius Lines have appointed SEB Corporate Finance as financial advisors and Setterwalls and Schjødt as legal advisors. EY is acting as joint due diligence advisors.