Ocean Wilsons and Hansa merger hearing postponed for objection

Ocean Wilsons Holdings Ltd on Monday said the sanction hearing for its proposed merger with Hansa Investment Co has been adjourned, due to an objection from shareholder Arnhold LLC.

Back in July, the two Bermuda-registered investment firms agreed to an all-share combination in which Hansa Investment acquires all Ocean Wilsons capital. The scheme secured majority approval from Ocean Wilsons shareholders at a meeting earlier this month.

However in August, New York-based investment manager Arnhold, which holds around 900,000 Ocean Wilsons shares, published an open letter arguing that the deal ‘grossly undervalues’ Ocean Wilsons stock. Arnhold said it would object to the sanctioning and requested the hearing be adjourned by about four weeks.

Though the hearing began as planned in Bermuda on Monday, the court ordered that Arnhold be allowed additional time to prepare its objection. The hearing is now scheduled for October 30 and 31, ‘following exchange of evidence’ by Ocean Wilsons and Arnhold.

Ocean Wilsons maintained the position it shared on Monday that it sees no ‘substantive basis’ for Arnhold’s objections to-date, and ‘remains confident’ the scheme will be sanctioned.

Under the scheme, Ocean Wilsons investors will receive 1.4925 new Hansa share units, each comprising one voting ordinary share and two non-voting ’A’ ordinary shares, for each Ocean Wilsons share held.

Ocean Wilsons shares were up 0.1% at 1,181.31 pence on Tuesday morning in London. Ordinary shares in Hansa Investment were up 2.2% at 280.00p, while Class A shares fell 0.8% to 266.00 pence.

Though both Ocean Wilsons and Hansa Investment are London-listed, their registration in Bermuda means the deal is not subject to the UK Takeover Code, though the firms said they had agreed on ‘certain matters regarding the application’ of the code.

Hansa Investment is managed by London-based Hansa Capital Partners LLP, part of the Hanseatic Group. William Salomon chairs the Hanseatic Group, alongside serving as director of Hansa Investment and deputy chair of Ocean Wilsons and its subsidiary Wilson Sons Ltd.

FTSE 250 constituent Ocean Wilsons is set to be replaced on the index by beauty and health products retailer THG PLC on Wednesday.

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