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Wilh. Wilhelmsen – restructuring for future growth 

15.03.2010 (WW )
(Lysaker, 15 March 2010) The board of directors of Wilh. Wilhelmsen ASA (WWI) resolves to propose to the company’s shareholders to carry out a restructuring of WWI.
In the new group structure, the shipping and logistics activities of today’s WWI will be carried forward in a separate entity, the new Wilh. Wilhelmsen ASA (new WW ASA).

A newly incorporated company, Wilh. Wilhelmsen Holding ASA, will be the new parent company of the WW group, including the majority shareholder of new WW ASA as well as the only shareholder of Wilhelmsen Maritime Services AS.

“The reason for the restructuring is to position the group for future growth,” says Wilhelm Wilhelmsen, chair of WWI.

The restructuring facilitates independent business developments of the shipping and logistics segment on the one hand and the maritime services segment on the other.

“It is deemed preferable to develop our business segments independently because the size and the capital intensity of the segments are different. The restructuring is conducted to facilitate a listing and separate access to the equity market for the shipping and logistics activities of WWI,” says Mr Wilhelmsen.

He continues by highlighting that: “With the restructuring we are creating the only listed pure play car/ro-ro and logistics company in the world. The recent market corrections have created opportunities for players with strong balance sheets and we need to ensure that we are prepared to act on opportunities that might arise. A separate listing strengthens the possibility for growing the shipping and logistics activities even further.”

Shareholders in WWI will receive the same amount of shares they hold in WW Holding in exchange for shares in WWI and hence keep their prorate share.

The proposed changes are subject to approval at the annual general meeting of WWI to be held on 15 April 2010. It is the intention to complete the restructuring upon expiry of the creditor notice period for the restructuring, presumably during the end of June 2010.

The WW group has the intention to raise USD 200-400 million of new equity in the IPO of new WW ASA and has entered into an underwriting agreement with a group of current shareholders, partners and certain underwriting banks amounting to USD 200 million. 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.

Upon completion of the restructuring, the board of WW Holding will be the same as the current board in WWI, while a new board is set up for the new WW ASA consisting of the following members: Thomas Wilhelmsen (chair), Nils P Dyvik, Diderik Schnitler, Hege Sjo and Marianne Lie.

An information memorandum and the summons for the annual general meeting, containing all information covering the steps to be carried out including the transactions, conditions for the restructuring and the IPO of new WW ASA, will be made available on this page.


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