Wilh. Wilhelmsen restructuring for future growth

NORWAY: Wilh. Wilhelmsen ASA will carry out a restructuring of the group by establishing a new group structure in which the shipping and the logistics activities will be carried forward in a separate entity and establishing anew parent company for the group.

According to an announcement from the company, for existing shareholders of WWI, the Restructuring implies that their shares in WWI are replaced with shares in the new holding company, WW Holding. The shareholders of WWI will receive one A share and one B share for every A and B share held in WWI at completion of the Restructuring, and will thus become shareholders in WW Holding in exactly the same proportion as they hold shares in WWI prior to the Restructuring. The shareholders' exposure will not be changed due to the Restructuring.

The Restructuring is subject to approval at the annual general meeting of WWI to be held on 15 April 2010 and will be effected through a series of transactions whereby:

· the non-logistics and -shipping activities of WWI (i.e. the shares in Wilhelmsen Maritime Services AS as well as certain other assets) are transferred from WWI to WW Holding, and

· the shareholders of WWI will receive shares in WW Holding through a distribution of dividend in kind, whereupon

· WWI will be merged into WW Holding's subsidiary, New WW ASA. After the Restructuring, WW Holding will own all the shares in the merged company, New WW ASA - which will continue the shipping and logistics business of WWI - as well as the shares in Wilhelmsen Maritime Services AS, which is the holding company for the maritime services segment of WWI.

It is a condition for the completion of the Restructuring that the shares in WW Holding are admitted to listing on the main list of the Oslo Stock Exchange.

Shareholders representing approximately 70% of the voting shares and 68% of the share capital of WWI support the transaction and have agreed to vote their shares in favour of the Restructuring.

IPO of New WW ASA

In parallel with the Restructuring, it is the intention to carry out an initial public offering ("IPO") in New WW ASA and to list the company's shares on the Oslo Stock Exchange. It is intended that the offering will be in an amount of between USD 200 million and USD 400 million (the "Offering"). The subscription price and the number of new shares to be issued in the offering will be set by a traditional "book building" process. A group of Shareholders, partners and certain underwriting banks have agreed to underwrite USD 200 million of the offering. The process has been conducted with Carnegie ASA and Pareto Securities AS as financial advisors. Carnegie ASA and Pareto Securities AS will also act as Joint Global Co-ordinators and Joint Bookrunners in the IPO, while Danske Markets, Fortis Bank Netherlands and Nordea will act as Joint Lead Managers.

Also after completion of the planned IPO, WW Holding will have a controlling interest in New WW ASA.

It is contemplated that the IPO will be completed by the end of June 2010.

New WW ASA will change its name to Wilh. Wilhelmsen ASA upon completion of the Restructuring.

Background for the Restructuring

The reason for the Restructuring is to position the group for future growth. The Restructuring facilitates independent business developments of the shipping segment and the logistics segment on the one hand and the maritime services segment on the other. Size and capital intensity of the segments make it beneficial to operate the shipping and logistics segments with access to financing through a parallel listing. The Restructuring is conducted to facilitate a separate listing of the shipping and logistics activities of WWI.

Implementation of the Restructuring

The Restructuring is proposed to take place through the following steps:

· Incorporation of WW Holding as a wholly owned subsidiary of WWI and incorporation of New WW ASA as a wholly owned subsidiary of WW Holding;

· Transfer of the shares in Wilhelmsen Maritime Services AS as well as certain other assets from WWI to WW Holding, partly against the issue of shares in WW Holding as consideration in a share issue against WWI and partly against consideration in cash;

· Distribution of the shares in WW Holding to the shareholders of WWI as dividend in kind;

· Merger between WWI and New WW ASA with the latter being the acquiring entity and with the consideration shares to be issued by New WW ASA's parent company WW Holding; and

· Listing of the WW Holding shares on Oslo Stock Exchange.

Board of directors and Management of WW Holding

The Board of Directors of WW Holding consists of the same board members as in the current Board of WWI: Wilhelm Wilhelmsen (chair), Diderik Schnitler (deputy chair), Odd Rune Austgulen, Bettina Banoun and Helen Juell.

Upon completion of the Restructuring, Ingar Skaug will become CEO and Nils P Dyvik will be CFO of WW Holding. The intention is that Mr. Skaug will be replaced by Thomas Wilhelmsen as CEO during fall 2010.

Board of directors and Management of New WW ASA

The Board of Directors of New WW ASA is composed of Thomas Wilhelmsen (chair), Nils P. Dyvik, Diderik Schnitler, Marianne Lie and Hege Sjo.

The management of New WW ASA will include:

Jan Eyvin Wang will take up the position as CEO.

Benedicte Bakke Agerup will take up the position as CFO.

Effects of the Restructuring

The Restructuring will have no impact on earnings for WW Holding on a group basis. The Restructuring will facilitate the listing and separate access to the equity market for the shipping and logistics activities of WWI. As a result of the Restructuring, and upon completion of the IPO, there will be no cross-liabilities between New WW ASA and WW Holding (other than those related to the provision of ship management and other services, regulated through SLA service agreements on an arm's length basis).

The estimated effects of the Restructuring on New WW ASA's net income, assets and liabilities are as follows:

· Net income reduced with the dividend/group contribution from WMS group, approximately USD 12 million based on 2009 figures

· Earnings affected by Kaplan revenue (dividend) - USD 0.8 million

· Reduced assets (dividend in kind), shares in WMS AS and shares and loans in KFM Kaplan Investments and cash contributions approximately USD 210 million based on booked value

· Liabilities in New WW ASA will be at the same level as 2009 figures for WWI

Unaudited pro forma condensed consolidated financial information showing how the Restructuring of WWI might have affected New WW ASA's consolidated income statement for 2009 if the Restructuring had taken place on 1 January 2009 is included in section 10.5 of the information memorandum describing the Restructuring which will be published shortly. Section 6.16 of the information memorandum contains the balance sheet and income statement of WWI.

Implications for employees

The employment of approximately 50 employees will be transferred from WWI to the WW Holding structure upon completion of the Restructuring. The remaining employees will continue their employment with their current employer or, in respect of the employees currently employed by WWI and not transferred to WW Holding, with the merged entity New WW ASA.

Conditions for the implementation of the Restructuring

The completion of the Restructuring is conditional upon the fulfilment of the following conditions: (i) all required corporate resolutions shall have been made, (ii) all required concessions and permits from governmental bodies and approvals and consents from third parties shall have been obtained, (iii) the deadline for objections from the creditors shall have expired and the relationship with creditors shall have been settled and (iv) WW Holding shall fulfil all conditions for listing on the main list of the Oslo Stock Exchange after the Restructuring.

Furthermore, the duty to complete the Restructuring is also conditional upon (i) that the IPO of New WW ASA has been effected or with reasonable certainty will be effected, raising gross proceeds of no less than USD 200 million and (ii) that all conditions for listing of the New WW ASA shares on the main list of Oslo Stock Exchange after the Restructuring and the IPO have been given or with reasonable certainty will be obtained, in each case on conditions which the Board of Directors of WWI deem acceptable. In case the Restructuring is completed without this condition being fulfilled, WW Holding will guarantee, as prime obligor, for the obligations under WWI's existing bond loans and for its existing USD 100 million credit facility. This undertaking shall continue to exist until an IPO of New WW ASA, raising gross proceeds of no less than USD 200 million, has been completed.

Timetable for the Restructuring

The general meeting of WWI, which is convened for 15 April 2010 (see separate stock exchange notification), will be presented with proposals for the corporate resolutions necessary to implement the Restructuring. It is the intention to complete the Restructuring upon expiry of the creditor notice period for the merger, presumably during the end of June 2010.