Wilh. Wilhelmsen ASA

M&A Activity • Sep 5, 2016

Wilhelmsen and Wallenius merge to form world-leading shipping and logistics platform

Wilhelmsen and Wallenius merge to form world-leading shipping and logistics platform

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.