Ocean Wilsons urges investors to approve Hansa merger

(Sharecast News) - Ocean Wilsons has once again urged investors to back its £900m merger with Hansa after US investor Arnhold said it would vote against the deal, claiming it undervalued the UK maritime services and investment firm. In a letter to investors, Ocean Wilsons said an independent committee appointed to look at the merger "believes that the combination is in the best interests of ...shareholders".

The company was responding to a letter from Arnhold earlier this week expressing concerns around what it said would be "deeply flawed and unfair to the shareholders of Ocean Wilsons and will result in a serious diminution of value".

"Arnhold has issues with how the figures underpinning the Combination have been calculated and deployed to formulate the Exchange Ratio (which is the ratio by which shareholders in Ocean Wilsons will be issued shares in Hansa)."

Ocean Wilsons dismissed Arnhold's argument that Hansa's shareholding in Ocean Wilsons should have been valued at market value and not net asset value (NAV), claiming it would have led to the "commercially nonsensical outcome" in which Ocean Wilsons and Hansa's shareholders' interests in the combined group would be different to the proportion of assets contributed by them to the merger.

"The proposed combination comprises the merger of two investment portfolios and, as such, it is the NAV of each company (and the respective contributions of Ocean Wilsons' and Hansa's shareholders to the NAV of the combined group), that should determine the exchange ratio."

"This is a customary approach when looking to combine two investment portfolios and Ocean Wilsons' share price is simply irrelevant for these purposes, as Ocean Wilsons' shares will not form part of the investment portfolio of the combined group, whereas its assets will," it added.

Reporting by Frank Prenesti for Sharecast.com