The Restructuring
On 14 March 2010, the Board of Directors of Wilh. Wilhelmsen ASA ("WWI")
resolved to propose to the company's shareholders to carry out a restructuring
(the "Restructuring") of WWI by establishing a new group structure in which the
shipping and the logistics activities of WWI will be carried forward in a
separate entity ("New WW ASA") and a newly incorporated company, Wilh.
Wilhelmsen Holding ASA ("WW Holding") will be the new parent company of the
Wilh. Wilhelmsen group. For existing shareholders of WWI, the Restructuring
implies that their shares in WWI are replaced with shares in the new holding
company, WW Holding. The shareholders of WWI will receive one A share and one B
share for every A and B share held in WWI at completion of the Restructuring,
and will thus become shareholders in WW Holding in exactly the same proportion
as they hold shares in WWI prior to the Restructuring. The shareholders'
exposure will not be changed due to the Restructuring.
The Restructuring is subject to approval at the annual general meeting of WWI to
be held on 15 April 2010 and will be effected through a series of transactions
whereby:
· the non-logistics and -shipping activities of WWI (i.e. the shares in
Wilhelmsen Maritime Services AS as well as certain other assets) are transferred
from WWI to WW Holding, and
· the shareholders of WWI will receive shares in WW Holding through a
distribution of dividend in kind, whereupon
· WWI will be merged into WW Holding's subsidiary, New WW ASA. After the
Restructuring, WW Holding will own all the shares in the merged company, New WW
ASA - which will continue the shipping and logistics business of WWI - as well
as the shares in Wilhelmsen Maritime Services AS, which is the holding company
for the maritime services segment of WWI.
It is a condition for the completion of the Restructuring that the shares in WW
Holding are admitted to listing on the main list of the Oslo Stock Exchange.
Shareholders representing approximately 70% of the voting shares and 68% of the
share capital of WWI support the transaction and have agreed to vote their
shares in favour of the Restructuring.
IPO of New WW ASA
In parallel with the Restructuring, it is the intention to carry out an initial
public offering ("IPO") in New WW ASA and to list the company's shares on the
Oslo Stock Exchange. It is intended that the offering will be in an amount of
between USD 200 million and USD 400 million (the "Offering"). The subscription
price and the number of new shares to be issued in the offering will be set by a
traditional "book building" process. A group of Shareholders, partners and
certain underwriting banks have agreed to underwrite USD 200 million of the
offering. The process has been conducted with Carnegie ASA and Pareto Securities
AS as financial advisors. Carnegie ASA and Pareto Securities AS will also act as
Joint Global Co-ordinators and Joint Bookrunners in the IPO, while Danske
Markets, Fortis Bank Netherlands and Nordea will act as Joint Lead Managers.
Also after completion of the planned IPO, WW Holding will have a controlling
interest in New WW ASA.
It is contemplated that the IPO will be completed by the end of June 2010.
New WW ASA will change its name to Wilh. Wilhelmsen ASA upon completion of the
Restructuring.
Background for the Restructuring
The reason for the Restructuring is to position the group for future growth. The
Restructuring facilitates independent business developments of the shipping
segment and the logistics segment on the one hand and the maritime services
segment on the other. Size and capital intensity of the segments make it
beneficial to operate the shipping and logistics segments with access to
financing through a parallel listing. The Restructuring is conducted to
facilitate a separate listing of the shipping and logistics activities of WWI.
Implementation of the Restructuring
The Restructuring is proposed to take place through the following steps:
· Incorporation of WW Holding as a wholly owned subsidiary of WWI and
incorporation of New WW ASA as a wholly owned subsidiary of WW Holding;
· Transfer of the shares in Wilhelmsen Maritime Services AS as well as
certain other assets from WWI to WW Holding, partly against the issue of shares
in WW Holding as consideration in a share issue against WWI and partly against
consideration in cash;
· Distribution of the shares in WW Holding to the shareholders of WWI as
dividend in kind;
· Merger between WWI and New WW ASA with the latter being the acquiring
entity and with the consideration shares to be issued by New WW ASA's parent
company WW Holding; and
· Listing of the WW Holding shares on Oslo Stock Exchange.
Board of directors and Management of WW Holding
The Board of Directors of WW Holding consists of the same board members as in
the current Board of WWI: Wilhelm Wilhelmsen (chair), Diderik Schnitler (deputy
chair), Odd Rune Austgulen, Bettina Banoun and Helen Juell.
Upon completion of the Restructuring, Ingar Skaug will become CEO and Nils P
Dyvik will be CFO of WW Holding. The intention is that Mr. Skaug will be
replaced by Thomas Wilhelmsen as CEO during fall 2010.
Board of directors and Management of New WW ASA
The Board of Directors of New WW ASA is composed of Thomas Wilhelmsen (chair),
Nils P. Dyvik, Diderik Schnitler, Marianne Lie and Hege Sjo.
The management of New WW ASA will include:
Jan Eyvin Wang will take up the position as CEO.
Benedicte Bakke Agerup will take up the position as CFO.
Effects of the Restructuring
The Restructuring will have no impact on earnings for WW Holding on a group
basis. The Restructuring will facilitate the listing and separate access to the
equity market for the shipping and logistics activities of WWI. As a result of
the Restructuring, and upon completion of the IPO, there will be no
cross-liabilities between New WW ASA and WW Holding (other than those related to
the provision of ship management and other services, regulated through SLA
service agreements on an arm's length basis).
The estimated effects of the Restructuring on New WW ASA's net income, assets
and liabilities are as follows:
· Net income reduced with the dividend/group contribution from WMS
group, approximately USD 12 million based on 2009 figures
· Earnings affected by Kaplan revenue (dividend) - USD 0.8 million
· Reduced assets (dividend in kind), shares in WMS AS and shares and
loans in KFM Kaplan Investments and cash contributions approximately USD 210
million based on booked value
· Liabilities in New WW ASA will be at the same level as 2009 figures
for WWI
Unaudited pro forma condensed consolidated financial information showing how the
Restructuring of WWI might have affected New WW ASA's consolidated income
statement for 2009 if the Restructuring had taken place on 1 January 2009 is
included in section 10.5 of the information memorandum describing the
Restructuring which will be published shortly. Section 6.16 of the information
memorandum contains the balance sheet and income statement of WWI.
Implications for employees
The employment of approximately 50 employees will be transferred from WWI to the
WW Holding structure upon completion of the Restructuring. The remaining
employees will continue their employment with their current employer or, in
respect of the employees currently employed by WWI and not transferred to WW
Holding, with the merged entity New WW ASA.
Conditions for the implementation of the Restructuring
The completion of the Restructuring is conditional upon the fulfilment of the
following conditions: (i) all required corporate resolutions shall have been
made, (ii) all required concessions and permits from governmental bodies and
approvals and consents from third parties shall have been obtained, (iii) the
deadline for objections from the creditors shall have expired and the
relationship with creditors shall have been settled and (iv) WW Holding shall
fulfil all conditions for listing on the main list of the Oslo Stock Exchange
after the Restructuring.
Furthermore, the duty to complete the Restructuring is also conditional upon (i)
that the IPO of New WW ASA has been effected or with reasonable certainty will
be effected, raising gross proceeds of no less than USD 200 million and (ii)
that all conditions for listing of the New WW ASA shares on the main list of
Oslo Stock Exchange after the Restructuring and the IPO have been given or with
reasonable certainty will be obtained, in each case on conditions which the
Board of Directors of WWI deem acceptable. In case the Restructuring is
completed without this condition being fulfilled, WW Holding will guarantee, as
prime obligor, for the obligations under WWI's existing bond loans and for its
existing USD 100 million credit facility. This undertaking shall continue to
exist until an IPO of New WW ASA, raising gross proceeds of no less than USD
200 million, has been completed.
Timetable for the Restructuring
The general meeting of WWI, which is convened for 15 April 2010 (see separate
stock exchange notification), will be presented with proposals for the corporate
resolutions necessary to implement the Restructuring. It is the intention to
complete the Restructuring upon expiry of the creditor notice period for the
merger, presumably during the end of June 2010.
Information memorandum
An information memorandum regarding the Restructuring has been prepared pursuant
to section 3.5 of Oslo Stock Exchange's "Continuing Obligations for Listed
Companies" and is expected to be made available through a stock exchange notice,
before 09.00 CET today, Monday 15 March 2010.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1393726]