Ocean Wilsons launches tender offer, agrees possible Hansa merger

(Sharecast News) - Hansa Investment Company and Ocean Wilsons have reached a preliminary agreement on an all-share merger, the companies announced on Tuesday, that would see Hansa acquire the entire issued share capital of Ocean Wilsons. The deal, subject to due diligence and shareholder approvals, would create a combined investment group with more than £900m in net assets.

Under the proposed terms, Ocean Wilsons shareholders would receive voting and non-voting shares in Hansa in proportion to their holdings, based on a net asset value exchange ratio as of 30 June.

The combination would take place as a Bermudian scheme of arrangement and would not be subject to the UK Takeover Code, though the parties had agreed to adopt certain principles of the Code.

Both companies' boards said the combination would simplify their existing structure, lower costs, and enhance scale and market visibility.

"The sale of Wilson Sons has provided the opportunity for the possible combination which, if it were to proceed, would enable Hansa to generate an uplift in the carrying value of Ocean Wilsons by reporting it at net asset value," said Hansa chair Jonathan Davie.

Ocean Wilsons chair Caroline Foulger added: "The independent directors of Ocean Wilsons have concluded that the possible combination with Hansa is in the best long-term interests of Ocean Wilsons and its shareholders who are seeking to continue to gain exposure to its diversified portfolio of global public and private investments."

The combined group would maintain Hansa's existing listing and adopt a tiered investment management fee structure of 0.8% up to £500m of net asset value, and 0.7% above that level.

It would also implement a revised capital allocation policy that prioritises share buybacks of 2% to 4% annually over dividends.

As part of governance changes, two Ocean Wilsons directors - Andrey Berzins and Christopher Townsend - would join the board of the enlarged Hansa.

Investment management would continue to be led by Hanseatic Asset Management LBG.

Meanwhile, Ocean Wilsons separately announced a £123m return to shareholders through a tender offer for up to 20% of its share capital.

The offer, which opens on 18 June and closes on 18 July, would allow shareholders to tender shares within a price range of 1,543p to 1,736p per share via a reverse Dutch auction.

It would announce the final strike price around 21 July, with payment expected by 25 July.

Ocean Wilsons said the tender offer would provide near-term liquidity at a premium to recent trading prices and should be accretive to net asset value per share, with key shareholders including Hansa, Victualia Limited Partnership, and Christopher Townsend agreeing not to tender their shares.

Support for the proposed combination had already been indicated by 53.76% of Hansa shareholders and 32.58% of Ocean Wilsons shareholders eligible to vote.

The independent directors of both boards said they were minded to recommend the transaction should it proceed on the current terms.

At 1206 BST, shares in Hansa Investment Company were up 8.92% at 246.16p, while those in Ocean Wilsons Holdings were ahead 7.2% at 1,581.26p.

Reporting by Josh White for Sharecast.com.