Wallenius Wilhelmsen

M&A Activity • Feb 10, 2016

Wilh. Wilhelmsen ASA - restructuring and visualising shareholder values

Wilh. Wilhelmsen ASA - restructuring and visualising shareholder values

The board of directors of Wilh. Wilhelmsen ASA (WWASA)

proposes to carry out a restructuring of the company.

In the new suggested structure, Den Norske

Amerikalinje AS (owning the 12% shareholding in

Hyundai Glovis) is demerged from WWASA and carried

forward in a separately listed entity to be named

Treasure ASA.

"The proposed demerger will improve transparency and

create a simpler structure visualising values for

shareholders in WWASA. In addition, WWASA will be more

correct capitalised following the restructuring," says

Jan Eyvin Wang, president and CEO of WWASA.

The restructuring enables WWASA to focus on their core

activities, creating value through its joint ventures

by offering global car and ro-ro customers' high

quality sea transportation and integrated

logistics/land-based solutions from factory to dealer.

"We prefer to develop WWASA independently, because the

Hyundai Glovis holding has become a significant part

of the overall market capitalisation of WWASA and

poses a challenge for assessing fair relative value

for the core activities within WWASA," says Wang.

Shareholders in WWASA will receive the same amount of

shares they hold in WWASA in Treasure ASA and hence

keep their prorate share.

Treasure ASA will be jointly and severally responsible

for the obligations incurred by WWASA parent company

prior to the demerger becoming effective.

The proposed changes are subject to approval at an

extraordinary general meeting in WWASA to be held in

April 2016 (to be confirmed).

The intention is to complete the restructuring and

list Treasure ASA late May or early June, upon expiry

of the creditor notice period.

An information memorandum and the summons for the

extraordinary meeting, containing all information

covering the steps to be carried out including the

transactions, conditions for the restructuring and the

IPO of Treasure ASA, will be made available to

shareholder on the company's website no later than

three weeks before the general meeting.

Upon the approval by the general meeting, Treasure ASA

will prepare a prospectus for the listing of the

company's shares.