A Mediterranean Shipping Company (MSC), a shipping and container terminal giant based in Geneva, has just closed the purchase of Wilson Sons – ending a process that started 18 months ago and attracted several interested parties.

The purchase is being made through SAS, a subsidiary of MSC.

The company will pay R$ 17.50 per share for the 56% owned by Ocean Wilson, a company listed on the London Stock Exchange with businesses in different sectors.

The transaction values the company at an enterprise value of R$ 9.9 billion and an equity value of R$ 7.8 billion. The multiple is 8.7x EBITDA – halfway between the average multiple of terminal companies (about 10x) and towboats (about 7.5x).

As part of the operation, the company will pay a dividend of US$ 22 million per quarter until the closing – and the amount will not be deducted from the agreed value.

Since Wilson Sons is part of the Novo Mercado, MSC will have to make a tag along OPA, extending the offer at the same price and conditions to all other shareholders of the company. The operation could lead to the company’s delisting from the stock exchange.

Wilson Sons’ share closed on Friday at R$ 17.85, with the purchase price implying a 2% discount from the screen price.

The stock had already risen in recent weeks due to speculation about the sale of the company.

For MSC, the purchase of Wilson Sons will expand its operation in Brazil, where it already owns 50% of BTP, a terminal in the port of Santos in partnership with Maersk, as well as a terminal in Navegantes, Santa Catarina.

MSC has stakes in 47 terminals in 27 countries, as well as owning 850 cargo ships and 5 aircraft. The MSC Group also owns one of the world’s largest cruise operations.

According to a source involved in the transaction, MSC had looked at Wilson Sons last year, as soon as it was put up for sale, but ended up giving up the asset to focus its efforts on the purchase of Santos Brasil.

When Santos Brasil was sold to CMA CGM last month, MSC resumed negotiations to acquire Wilson Sons – bypassing another interested party, the I Squared fund, which had been negotiating the asset for months.

In this second approach, the process was quick: MSC signed the contract 10 days after starting the talks – in a closed-door transaction, something extremely rare in Brazil.

In this type of transaction, the buyer waives any price adjustments even if an unexpected liability is discovered in the future. MSC agreed to close the purchase in this way because Wilson Sons is a very solid asset that has delivered good results for years.

With a net revenue of around R$ 2.5 billion and an EBITDA of R$ 1.1 billion in the last twelve months, Wilson Sons operates in four main verticals.

The largest of them is tugboats, in which it operates small boats used to assist in docking large vessels in ports, ensuring that no accidents occur. This vertical accounts for 44% of EBITDA today.

The second largest is container terminals, which accounts for 34% of EBITDA. Wilson Sons owns two terminals, one in Rio Grande do Sul and the other in Salvador.

The company also has 50% of WSut, a company that provides offshore services to oil and gas companies, operating boats that carry supplies and equipment to oil platforms. This sector accounts for 15% of EBITDA.

The remaining results come from various smaller businesses, including a shipyard, where tugboats and offshore vessels are refurbished and manufactured; a maritime agency; and a small logistics business in Santo André.

In addition to Ocean Wilson, other major shareholders of Wilson Sons are Tarpon, with 12.1% of the capital, and Radar, with 9.6%.

Wilson Sons was advised by BTG Pactual and had legal counsel from Pinheiro Guimarães Advogados and Slaughter and May.

MSC did not have a financial advisor. The legal advisor in Brazil was Mello Torres Advogados and Skadden in London.


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