Wilhelmsen and Wallenius Agree to Merger Deal
International maritime group Wilh. Wilhelmsen Holding and shipping company Wallenius Lines have signed a letter of intent to combine their jointly owned investments and merge ownership of the majority of their vessels.
The companies say the new entity, to be named Wallenius Wilhelmsen Logistics ASA, will form a more efficient management structure and enable further synergies between the joint ventures.
The letter of intent states that the parties will combine their 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%) into Wallenius Wilhelmsen Logistics ASA. They letter also states that they have agreed to merge the ownership of the majority of their vessels and affected assets and liabilities.
“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 a 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.
The proposed structure builds on the partnership between Wilhelmsen and Wallenius dating back to 1999. 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.
When the transaction is completed, Wilh. Wilhelmsen Holding ASA and Wallenius Lines AB will have equal ownership in the new entity and plan to own approximately 40% each. The final terms and ownership level will be confirmed with the announcement of the final agreement expected by the end of 2016.
Craig Jasienski, currently CEO and president of EUKOR Car Carriers, will be appointed CEO for the new entity. Starting immediately, Jasienski will take on a joint CEO role for Wallenius Wilhelmsen Logistics and EUKOR Car Carriers.
Based on expected growth opportunities within the logistics segments, Christopher J. Connor, president and CEO of Wallenius Wilhelmsen Logistics since 2013, will lead a strategic review targeting accelerated growth of the land-based logistics business.
The agreement states that both parties will negotiate in good faith and expect to sign legal agreements and obtain relevant approvals before the end of the year. The proposed transaction is expected to close within in the first quarter of 2017.
“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 of the reasoning behind the proposed changes. “Together with our Swedish-based partner, we wish to continue to be world-leading within the car and ro-ro segments and grow our logistics footprint to serve our customers.”
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