On Monday, Ocean Wilsons Holdings Ltd. announced the sale of its majority stake in Wilson Sons S.A. to MSC Mediterranean Shipping Company's subsidiary, SAS Shipping Agencies Services Sàrl, for a total cash consideration of R$4.352 billion. This equates to R$17.50 per share and represents Ocean Wilsons' 56.47% interest in the Brazilian maritime logistics operator.
The transaction amount, initially in Brazilian reais, will be converted to US dollars using the exchange rate from the Central Bank of Brazil on the business day before the completion date. As of October 18, 2024, the sale price was equivalent to approximately $768 million. Ocean Wilsons anticipates that the Brazilian capital gains tax, which ranges from 15% to 22.5%, will be deducted from the proceeds, estimating a potential withholding of up to $142 million. The net cash proceeds from the deal, after taxes and transaction costs, are expected to be at least $593 million.
As part of the agreement, Wilson Sons will continue to pay dividends to its shareholders, up to the equivalent of $22 million quarterly, until the transaction is finalized. The sale is subject to regulatory clearances and is expected to be completed in the second half of 2025.
Caroline Foulger, Chair of Ocean Wilsons, expressed confidence in the decision, stating that the sale is a result of a strategic review and aligns with the company's goal of delivering long-term value to shareholders. Foulger highlighted Wilson Sons' financial growth and believes that under MSC's ownership, it will gain additional resources and support.
The Board of Ocean Wilsons plans to return a significant portion of the net proceeds to shareholders, possibly through a special dividend or share buyback program, and is considering reinvestment options for the remainder. Shareholder consultation will take place before final decisions on the allocation of the proceeds are made.
Financially, the sale will bolster Ocean Wilsons' net cash position and lead to a reclassification of the 'Brazil - maritime services' segment as held-for-sale in future accounts. The segment's net assets as of June 30, 2024, totaled $458 million. Upon completion, Ocean Wilsons will recognize an accounting gain, reflecting the net proceeds adjusted for the segment's net assets, related non-controlling interests, and the cumulative translation reserve. If the remaining proceeds are invested solely in the diversified portfolio business of Ocean Wilsons (Investments) Limited, the Group may need to transfer its listing category, subject to shareholder approval.
Wilson Sons' gross assets were valued at $1.126 billion as of June 30, 2024, with a profit after tax of $81 million attributed to the assets in the 2023 financial year. The completion of the sale is contingent upon the satisfaction of the conditions outlined in the transaction agreement.
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