MSC cleared to take controlling share in Brazil's Wilson Sons

21 October 2024

Bermuda-based investment holdings group Ocean Wilsons has sold its full 56.47% holding in Wilson Sons to a subsidiary of the privately-held, Switzerland-headquartered container shipping giant MSC.

Ocean Wilsons put out a statement in response to rumours linking MSC to a potential share buy.

"OW Overseas Investments Limited (OWOIL) has agreed to sell its 56.47% interest in Wilson Sons to SAS Shipping Agencies Services (SAS), a wholly-owned subsidiary of MSC Mediterranean Shipping Company, for total cash consideration of R$4.352Bn (equivalent to R$17.50 per share)," Ocean Wilsons said.

Ocean Wilsons said the purchase price was based on Wilson Sons share prices from 18 October and that the purchase price in US dollars came to US$768M. 

As a private, primarily family-held business, MSC has not publicly commented on the purchase, but the company has been investing heavily in South American operations and in its global fleet after windfall profits during and following the Covid-19 pandemic. 

Wilson Sons wrote a letter to investors on 17 October saying that it had been notified of the potential for a separate, unsolicited share tender by US-based firm I Squared Capital Advisers. The US investment firm said in the letter that it was seeking to purchase "up to 100% of the company, without indicating a price per share or any other conditions of the potential offer," and giving a 15-day timeline for the potential tender to materialise, according to Wilson Sons.

In the investor notice, Wilson Sons said its parent holding company was "in active discussions with another interested party to explore the terms of a potential transaction involving the acquisition of the stake" in Wilson Sons.

As the agreed buyer, MSC’s SAS will hold nearly 250M shares and will follow the close of the transaction with a mandatory tender offer for all minority shareholders at the same price agreed with Ocean Wilsons. Brazilian antitrust authorities must approve the transactions.

Ocean Wilsons said the transaction is expected to complete during the second half of 2025 and is conditional on the receipt of applicable regulatory clearances.

As at 30 June 2024, the value of the gross assets of Wilson Sons was US$1.126Bn. In the 2023 financial year, the profit after tax attributable to the assets the subject of the Transaction was US$81M.

MSC is using its scale and resources -- having expanded its fleet substantially since 2020 to overtake competitor Maersk as the largest container shipping company -- to create an independent, flexible and extensive network, characterised by direct port calls and broad coverage. 

“Our stand-alone, alliance-free, East-West service network gives us the operational freedom and flexibility highly demanded by the market,” MSC CEO Soren Toft recently told the International Association of Ports and Harbours (IAPH) World Ports Conference in Hamburg.

Mr Toft said that MSC plans to expand its port coverage with 34 loops and over 1,900 direct port combinations. It is also investing in more than 100 ports globally, he said.

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