The Brønnøysund Register Centre has today registered the merger between Wilh. Wilhelmsen ASA and Wallroll AB as completed, with Wilh. Wilhelmsen ASA as the surviving company. From now on, the new name of Wilh. Wilhelmsen ASA shall be Wallenius Wilhelmsen Logistics ASA, trading under the ticker WWL at the Oslo Stock Exchange.
As previously announced on 22 December 2016, the merger is based on an exchange ratio of 50/50 between Wilh. Wilhelmsen ASA and Wallroll AB. As consideration, Wallenius Lines AB in capacity as sole shareholder of Wallroll AB has today received a total of 203,104,938 shares in Wallenius Wilhelmsen Logistics ASA. The consideration shares are ordinary shares, and shall be equal to all other issued and outstanding shares in Wallenius Wilhelmsen Logistics ASA.
Following the issuance of the consideration shares, there will be 423,104,938 shares outstanding in Wallenius Wilhelmsen Logistics ASA. The share capital is NOK 220,014,568, with a par value of NOK 0.52 each. Wallenius Lines AB will hold 48.0%, Wilh. Wilhelmsen Holding ASA will hold 37.8%, with the remaining 14.2% being held by the current minority shareholders in Wallenius Wilhelmsen Logistics ASA. It has been agreed that Wallenius Lines AB subsequent to completion of the merger, shall reduce its shareholding by 43,104,938 shares according to agreement in the Stock Exchange notice announced 22 December 2016, in order to reach the same ownership level as Wilh. Wilhelmsen Holding ASA (160,000,000 shares).
As previously announced on 22 December 2016, and part of the merger, Wallenius Wilhelmsen Logistics ASA will issue new unsecured bonds that shall be fully subscribed by Wallenius Lines AB. The issue amount is USD 80,000,000, and the bonds shall mature in December 2022. The interest rate is 6% per annum and payable-in-kind.
As of today, Jan-Eyvin Wang resigns as CEO and Benedicte Bakke Agerup as CFO of Wilh. Wilhelmsen ASA. Craig Jasienski is the new CEO and Rebekka Glasser Herlofsen the new CFO of Wallenius Wilhelmsen Logistics ASA.
As resolved in the extraordinary general meeting in Wilh. Wilhelmsen ASA on 25 January 2017, the board of directors of Wallenius Wilhelmsen Logistics ASA shall with effect from today, and for a period of two years, consist of Håkan Larsson (chairman), Thomas Wilhelmsen, Jonas Kleberg, Marianne Lie and Margareta Alestig.
For a full description of the merger, please refer to the previous Stock Exchange Notices from Wilh. Wilhelmsen ASA dated 22 December 2016 and 20 January 2017.