Wilh. Wilhelmsen ASA

M&A Activity • Apr 4, 2017

Merger completed between Wilhelmsen and Wallenius

Merger completed between Wilhelmsen and Wallenius

The Brønnøysund Register Centre has today registered the merger

between Wilh. Wilhelmsen ASA (owned 72.7% by Wilh. Wilhelmsen

Holding 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.