Ocean Wilsons announced that its wholly-owned subsidiary, OW Overseas has agreed to sell its 56.47% interest in Wilson Sons S.A. to SAS Shipping Agencies Services Sàrl a wholly-owned subsidiary of MSC Mediterranean Shipping Company SA, for total cash consideration of R$4.352 billion (equivalent to R$17.50 per share).
Transaction highlights
- Sale of the Company’s 56.47% interest in Wilson Sons, for cash consideration of R$4.352 billion (the “R$ Purchase Price”). The R$ Purchase Price, before it is paid to OWOIL, will be converted from R$ to US$ at the exchange rate published by the Central Bank of Brazil as of the business day immediately preceding the completion date. As at 18 October 2024, being the latest practicable date prior to the publication of this announcement, the R$ Purchase Price was equal to US$768 million.
- It is anticipated that Brazilian withholding tax in respect of capital gains, at rates of between 15.0% and 22.5%, will be applied to OWOIL’s gain on the disposal of its interest in Wilson Sons. The Company expects up to US$142 million (calculated using the Applicable Exchange Rate) to be withheld by SAS pursuant to the Brazilian capital gains tax regime (estimated on a reasonable worst-case basis). The Company expects to ultimately realise net cash proceeds of at least US$593 million (calculated using the Applicable Exchange Rate) as a result of the Transaction, net of transaction costs and taxes. The Company does not expect that material taxes will be payable on the transaction proceeds in any other jurisdiction. Shareholders will be updated when the amount of Brazilian withholding tax, and consequently, the net cash proceeds that the Company expects to receive as a result of the Transaction, have been ascertained.
- The Transaction agreement contemplates Wilson Sons (i) paying the dividend declared by the Wilson Sons board of directors on 11 October 2024 and (ii) continuing to pay dividends to its shareholders of up to the R$ equivalent of US$22 million per quarter during the period prior to completion of the Transaction (“Completion”), subject in each case to Wilson Sons generating sufficient profits in the relevant quarter (the “Permitted Amount”). To the extent Wilson Sons pays dividends in excess of the Permitted Amount, the proportion received by OWOIL will result in a commensurate reduction to the R$ Purchase Price.
- The Transaction is expected to complete during the second half of 2025 and is conditional on the receipt of applicable regulatory clearances between signing and Completion.
- The Ocean Wilsons’ Board of Directors is of the opinion that the Transaction is in the best interests of Ocean Wilsons’ shareholders as a whole.
Caroline Foulger, Ocean Wilsons’ Chair, commented: “I am delighted to announce that, following a comprehensive strategic review of the Company’s investment in Wilson Sons, we have reached an agreement for the sale of our holding in Wilson Sons to SAS. This transaction represents the successful realisation of our long-term investment in Wilson Sons, demonstrating our ability to identify opportunities to create significant value for our shareholders.
“Our strategy has always been focused on delivering enhanced long-term value to our shareholders by carefully balancing investment risks and avoiding the distractions of short-term market cycles. This sale aligns with our purpose and will allow us to concentrate on developing the business through sustainable profitable growth.
“Since our initial investment, Wilson Sons has demonstrated significant financial growth and is today the largest integrated port and maritime logistics operator in Brazil. Under SAS’s ownership, we are confident that Wilson Sons will benefit from additional resources and support.
“The Board believes that it is a compelling time to realise its investment. This is an exciting time for Ocean Wilsons, and we remain committed to maximising shareholder value through strategic decision-making and disciplined investment growth”.