LONDON: Ocean Wilsons Holdings Limited and Hansa Investment Company Limited have formally agreed to an all-share merger that will see Hansa acquire the entire issued and to-be-issued share capital of Ocean Wilsons through a court-sanctioned scheme under Section 99 of the Bermuda Companies Act.
The transaction marks a significant moment in both firms’ histories and creates a new investment group with net assets exceeding £900 million. The Combined Group is set to be a differentiated, globally diversified investment company with deep exposure across investment funds, direct equities and private assets. Upon completion, current Ocean Wilsons shareholders will hold approximately 41.40% of the voting and non-voting capital, while existing Hansa shareholders will retain the remaining 58.60%.
Under the agreed terms, each eligible Ocean Wilsons shareholder will receive 1.4925 New Hansa Share Units—each unit consisting of one voting ordinary share and two non-voting ‘A’ shares—for every Ocean Wilsons share held. This exchange ratio was derived based on respective formula asset values of £20.16 for Ocean Wilsons and £13.51 for Hansa.
Approximately 28.26 million New Hansa Share Units will be issued, amounting to a total of 28.26 million ordinary shares and 56.53 million ‘A’ ordinary shares. The Combined Group will continue operating under the name Hansa Investment Company Limited and adopt a long-term multi-asset investment strategy blending the strengths of both portfolios.
Hansa Chair Jonathan Davie said the merger builds on a successful track record and delivers an “enlarged investment portfolio, enhanced liquidity and greater cost efficiencies” to shareholders, positioning the group to navigate challenging global markets with its unconstrained investment approach.
Ocean Wilsons Chair Caroline Foulger added the deal complements Ocean Wilsons’ history of value creation and enables shareholders to benefit from meaningful scale and long-term growth. “The Ocean Wilsons Independent Committee intends unanimously to recommend that shareholders vote in favor of the Scheme,” Foulger said.
The integration of Ocean Wilsons’ remaining cash proceeds from the sale of Wilson Sons will be invested progressively across Hansa’s core strategies: global equities, thematic exposure, diversifying assets and private asset commitments. Over time, private asset allocations are expected to increase in line with the Combined Group’s long-term objectives.
The new entity aims to simplify its structure while maintaining strategic focus on differentiated, unconstrained investments. Directors and partners of the investment manager hold substantial equity in the new entity, ensuring alignment with shareholders and reinforcing long-term performance goals.