LONDON: Ocean Wilsons has announced that its wholly-owned subsidiary, OW Overseas (Investments) Limited (OWOIL), has agreed to sell its 56.47% stake in Wilson Sons S.A. to SAS Shipping Agencies Services Sàrl (SAS), a subsidiary of MSC Mediterranean Shipping Company SA (MSC).

The sale is valued at R$4.352 billion, equivalent to R$17.50 per share.

The transaction involves the conversion of the purchase price from Brazilian Reais to US Dollars based on the exchange rate published by the Central Bank of Brazil on the business day before the completion date. As of October 18, 2024, this amount was approximately US$768 million.

Brazilian withholding tax on capital gains, estimated between 15.0% and 22.5%, will be applied to OWOIL’s gain from the sale.

This could result in up to US$142 million being withheld by SAS under the Brazilian tax regime. After accounting for transaction costs and taxes, Ocean Wilsons expects to net at least US$593 million.

The agreement also includes provisions for Wilson Sons to pay dividends declared on October 11, 2024, and to continue paying up to the R$ equivalent of US$22 million per quarter until the transaction is completed, provided sufficient profits are generated. Any excess dividends will reduce the purchase price proportionately.

The transaction is anticipated to close in the second half of 2025, pending regulatory approvals. Ocean Wilsons’ Board of Directors believes this sale is in the best interests of its shareholders.

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”.

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