Ocean Wilsons Share Chat (OCN)

The relative share price performance of each company provides a clear summary of how far too little consideration was given by both Hansa and Ocean Wilsons to represent and to protect the latter's shareholders.

Whilst I applaud the resilient stewardship and guidance of Oceans Wilson's over the last 40+ years, there seems to have been insufficient creative thought given to solving one of the most difficult obstacles that acquirors and their advisers face and often shy-away from "How can a low yielding company acquire a much higher yielding, cash rich company in which it has a very large shareholding?" One of corporate finance's perennial conundrums.

The original terms represent an exceptionally good deal for Hansa shareholders and a poor deal for Ocean shareholders.

"Thank you" to all who say "NO" to this attempt to wrest absolute over cash-rich Ocean Wilsons.

All power to those who vote AGAINST this woefully inadequate offer.

Allelujah!

Can anyone offer an up to date NAV per share for OCN? Does the cash balance equate to the share price? Have the Americans got a hope in hell of torpedoing the share swap? Answers on a PC.

Vote cast against. I have had direct correspondence with OCN and their justification for the proposal is lame to put it mildly. If you feel the same, do vote, as the scheme requires 75% by value AND in number to pass, so your vote matters even if your holding is small.

To help the cause I've just bought some OCN in my own name through Smart Investor & instructed them to vote NO to the resolution.

If your having difficult voting NO then I suggest you do the same, call up your online broker, make sure they can fill in the paperwork in time & get it delivered where it needs to go etc & if they can buy a few shares & tell them to vote NO.

Those who like to arbitrage should be buying OCN shares & doing the same thing, as you've got nothing to lose by doing so with plenty of upside potential possibly back to £15 a share if the merger fails to go through.

LOTM

Per another message board, Investors with Interactive Investor must ask it to manually add the ballot to their voting mailbox. It will not appear otherwise. May be the case for other brokers. Best to check if you want to vote

That's what it is. PIs done up like the proverbial kipper

Per page 46 of the circular 50% of shareholders by number as well as 75% by value must approve the scheme. I will be voting against. The conclusions of the independent committee are extraordinary.

Https://www.morningstar.com/news/pr-newswire/20250826ny58745/arnhold-llc-issues-open-letter-to-shareholders-of-ocean-wilsons-holdings-limited-intends-to-vote-against-the-proposed-all-share-combination-of-ocean-wilsons-and-hansa-investment-company-limited

As will I.

Well done to them for speaking out.

Bullish outside(high greater than previous high and low less than previous low) price bar on Friday, enables future forecast sp of 1300, calculated as outside bar range X 2, added to outside bar high. DYOR.

RSI bullish divergence pivot from sp 30/7/25. Measured future sp 1280 should mitigate the momentum imbalance. The volatility based Bollinger upper band turned down on 5/8/25, meaning the sp bottom was likely to occur within 10 trading days. The continued fall of the lower bollinger band confirms the equity bottoming scenario. Since the Parabolic SAR, used to provide trailing stops is still in bearish mode, consider using a multiple of average true range for a stop level. DYOR.

Took 10k shares, looks an interesting play if they can close the NAV gap, something PSH have never managed to do ;-) Looks like OCN have a better chance based on the asset mix

If you do the maths, as "the oak bloke" has:

https://theoakbloke.substack.com/p/han-g-ocn-there

I have technically bought in my SIPP.

I reckon it's at a 41 % discount to NAV At a price of 11.90 There is a solid amount of cash in the bank and some decent investments in both Hana and Ocn . i was able to tender the maximum amount of shares which I am now using to buy at this level .

I make £11.80 pretty much the breakeven price vs HAN/HANA under the terms of the share swap; so not much further to drop now. Quite a thing to be rolled over at a 40 per cent discount.

Despite today's fall, OCN has a bit further to go to level peg with HAN/HANA. Even though I, like the family calling the shots, am on both sides of the deal, it does feel like the hair shirt has been brought out from storage for OCN shareholders. Gratification deferred; again.

Some brokers, like Freetrade do not have facilities to accommodate tender offers. Also some holders don't follow RNS and are passive.

Odd that all of the shares were not tendered ( and so sequestered) and that they are then sold for almost 10 % less than the lowest tender price on the open market

Can anyone explain? .

Looking at your maths , would it not be sensible to tender all OCN shares ( at the strike price) and reinvest in HANA ( unless the price of Hana has increased dramatically ) . The tender is for 20% of the existing shares the main shareholders are not offering their shares so I expect we would get about 50% of our tendered shares sold . Also to ensure the sale of the OCN shares surely we should go for the strike price rather than hoping to get a premium at the expense of not selling the shares at all.

Pro- forma NAVs at 30 June required to better do the sums.You would hope that their corporate brokers and advisors had the nous to ensure these are provided.

Thank you for setting out the sums. I have gone all in for the top tender price. Unless enough other people do too, I have the long wait ahead that you describe. Even the top tender price was pretty cheeky, reminiscent of the Daejan takeover five years ago.

With all the spare cash they could buy a stock that has a solid base and good management , is busier than ever , pays a great dividend and whose share price is on the climb . It goes by the ticker Port3 . Also the dividend declared yesterday will give Ocean Wilsons another 12 million US (before tax) on the 28th March

Wilson Sons have announced that approval has been given by the regulatory authorities to allow SAS to acquire tye Ocean Wilson stake. SAS have bought another 12% in the last how months so will now own 68%..but will want at least 75%.wilson closed at 17.35.

Now we will find out what Oceans plans to do with the 15 or 16 dollars cash,

Figures wednesday..expect a dividend of a dollar and maybe some indications of a special divi…

Odd that OW has chosen not to RNS the approval…

Wilson & Sons also put out a new Institutional Presentation on 29th Jan !

Visit there website to view it.

The RG Terminal reached 61% Utilisation in 2024 (that's up from like 47% in 2023 if memory serves me correctly)

The Salvador terminal reached 91% Utilisation in 2024 (that's up from like 74% in 2023 if memory serves me correctly).

Clearly they will need to start filling in the back-area of the terminal to increase the capacity from 553K of TEU's per year to 924K.

LOTM

January's data is out! for Wilson & Sons

I wouldn't say either terminal had a spectacular month, quite a few cancellations especially at Salvador ( which has some nice early numbers in Feb!)

Yet having said that volume for the month was up from 95,600 TEU's to 125,400. An increase of 31.3% on Jan 2024.

Those utilisation rates are climbing fast (RG was up 45% on Jan 2024) so possibly headed for 80%+ in 2025.

Meaning profitability is markedly on the increase, unfortunately we're not going to be the ones reaping the rewards of it MSC will instead.

LOTM

Positive write-up but he didn't take into account the R$ issue, 7% loss of value over 7 weeks ! on sale price.

While he did a lot of work on the Investment portfolio, he failed to see that the portfolio has only increased by what was it 20% in 17 years!

The dividend data is incorrect maximum that can be issued is $22M per quarter & therefore the maximum amount OCN would receive is around $12M per quarter (thankfully that amount was priced in $ not R$).

The tender offer stuff is just rubbish, 50% of holders taking it up ! the 2 families control over 50% for goodness sake, a Material fact never mentioned in the whole document!

A counter off isn't coming SAS have already snapped up 12% of Wilson & Sons shares in the open market on the cheap.

LOTM

Pretty positive write up.

https://open.substack.com/pub/theoakbloke/p/ocean-wilson-idea-10?utm_source=share&utm_medium=android&r=yqi60

Hi All,

I'm not sure if anyone is really paying attention here any more or not ?

The preliminary November numbers are now out!

Tec RG = 87,000 TEU's against 65,300 that's up 3.2% on Nov23

Tec Sal = 48,800 TEU's against 35,300 that's up 38.1% on Nov23

Total year to date 1,243.8 against 971.4 that's up 28% on 2023

If you do the math's Tec Salvador's current capacity is around 550,000 TEU's a year, in other words its virtually at full capacity currently until the back area gets filled in (see latest presentation etc)

It is meant to have 2 new routes starting Manaus ( the 1st ship of which has just been cancelled which is annoying as it was meant to arrive in 3 days time).

COSCO which looks like it is going to start out fortnightly (this service has been running previously on an adhoc basis under the general "Tramp" route classification.

These additions will really stretch the terminal to its current limits in the month's ahead, which is great for profitability, just wait to you see the Tecon's Q4 numbers but sadly we won see any of it will we ! (unless the deal falls through)

Oh & the R$is now at over R$6.05 to the $ as opposed to R$5.66 on 18th Oct when used in the offer document, so the deal has already lost another 6%+ of its value in about 6 weeks.

The stupidity of these 2 families & the independent directors of OCN who signed off on this knows no bounds.

LOTM

I think this sum's up what a disaster Hanseatic has been since the end of 2007

Investment portfolio performance

Funds under management (including cash) at 31 December 2007 were $274.0million

(2006: $79.2million). The large increase from 2006 is principally due to the

US$183 million added to the investment portfolio during the year from the

proceeds of the sale of the Wilson Sons shares. The following table shows

portfolio performance compared to the portfolio benchmark and MSCI World Index.

Over the last 5 years the portfolio has returned 83.90% against 72.58% for the

MSCI index in the same period.

1 Year 3 Year 5 Year

Portfolio Performance 15.95% 46.38% 83.90%

Benchmark 7.33% 17.27% 21.20%

MSCI World Index 9.04% 38.60% 72.58%

As you can see they actually did ok from end of 2003 to end of 2006 ( $42.6M) under management increased to $79.2M.

Then everything went pear shaped - $274M at the end of 2007 has increased to just $327.9M at the end of September 2024. That's an increase of just under $54M in 17 years, that's an increase of roughly 20% or a little over 1% a year.

https://uk.advfn.com/stock-market/london/ocean-wilsons-holdings-OCN/share-news/Final-Results/25359700

If you want to look at it yourself.

LOTM

A reply to a poster on advfn

Hi jane deer,

You also need to factor in the dividends OCN will receive in 2025.

They'll be able to declare dividends for Q1 & Q2 & quite likely Q3 & possibly Q4 depending on how long the confirmation takes. So they will get over $11 per quarter coming in that way.

Once Wilson & Sons is sold there will be no constant source of dividends to pay shareholders a dividend from ! another downside to this ill-conceived fiasco.

If shareholders hadn't been stupid enough to believe the 2 family's that this was the best thing to do in 2007. Then for the last 17 years shareholders would have received close to double the dividends that they did receive over all that time period.

Not only that, the value of the 43% of Wilson & Sons that we no longer own is worth more (even after taxes) than the investment portfolio is worth in total now & that's excluding the value of the investment portfolio as it was back in 2007.

Total value destruction all round .....

And if they had simply invested the proceeds in the index they constantly quote but never followed it with the cash, well it wouldn't be $327.9M it would be north of $800M possibly even $1 Billion in value ( if you'd done any savvy exits & re-entries more than that).

------------------------

They need to be selling every single holding (not Private Equity ones unless they've matured) that make up less than 0.8% of the portfolio. They are immaterial & even a really good performance by an individual one will make very little difference to the value of the investment portfolio.

Findlay Park American fund our biggest holding & the only decent one they've actually uncovered in 17 years, is valued at over $10B & only holds 59 shares in it. Our so called investment fund (of funds effectively) with just $327.9M in it has well over 80 different holdings. Which is simply crazy & sums up Hanseatic & the 2 familys in a nutshell.

The proceeds from those sales should be going to a share buy-back in the meantime. OCN should be buying up every share it can below £13. That will outperform any other investment decision there likely to make by miles.

LOTM

Now just wait until you see the Wilson & Sons results for Q3 in the morning !

Only then will some of you start to grasp the weight (fixed costs) that has been holding back the 2 container terminals performance for years now. Now that usage is increasing sharply, it results in an even sharper hike in EBITDA & Profitability.

And just when we're about to reap the rewards of that ..............

If you go to the https://ri.wilsonsons.com.br/en/publications/quartely-results/ site you'll be able to view the Wilson & Sons results for yourself.

----------------

Wow no-one else ahs said a word about the Q3 results!

Well to put them into context equity markets in multiple countries are at record high's yet the OCN Investment portfolio's valuation is at just $327.9M

Compared to is high of $350.5M a couple of years ago, an absolutely pathetic performance over the past 2 years+.

Well in actual fact lets be brutally honest its been a horrendous performance since 2007.

The 2 family's, there friends & relatives should be absolutely ashamed of themselves & the money that's been missed out on for everyone just to keep them in over paid cushy jobs for the past 15 years plus.

LOTM

Oh! wait....

Re yesterday's post.

From today's online FT :

.."Mubadala Capital sees chance to buy up large private equity stakes

Emirati unit raises $3.1bn for its latest fund hoping to appeal to groups looking to raise cash

OCTOBER 22, 2024"

AD Ports (also from Abu Dhabi) is vying with MSC elsewhere, on the East Mole development at Pointe-Noire, Congo Brazzaville.

GLA

Hi LOTM,

I listened in to the Wilson Sons conf call.

A bit of a 'nothingburger', IMO.

- Completion is expected in H2 2025, after which SAS will offer to buy in remainder (on same terms). SAS might then go for an ('incentivising'?) de-listing. No decision as yet.

- BTG Pactual asked 'early or late H2'? Reply : depends on regulatory approvals and timelines, not something we (Wilson Sons) can answer.

- what about counter-offer, break fees etc ? Don't ask us, ask Ocean Wilsons !

- what are the synergies/benefits arising from the sale ? Don't ask us, ask MSC !

Must say that a likely 12 months of regulatory uncertainty + commercial, forex and political risk in the interim doesn't appeal at this sale price.

Let's see if a counter-offer appears, otherwise I'll probably draw stumps.

NAI, DYOR etc etc

ATB ...and GLA

Wilson Sons S.A. (B3: PORT3) (“Wilson Sons” or “Company”), as per the Material Fact disclosed on this date, invites investors, analysts and other market professionals to its conference call regarding the execution of the Share Purchase Agreement between its controlling shareholder, OW Overseas (Investments) Limited, and SAS Shipping Agencies Services Sàrl, a wholly-owned subsidiary of MSC.

Date: 22 October 2024 (Tuesday)

Time: 10:00 (Brasília) | 14:00 (London) | 09:00 (New York)

Webcast: access link

LOTM

Thanks LOTM!

If the buyer of OCN were from private equity themselves, that aspect of any deal might not be an issue...and the buyer would have a better-than-average idea of what the private equity future commitments were actually 'worth'...

I wonder whether OCN's commitment is irrevocable?

Or whether a parastatal such as AD Ports from Abu Dhabi might enter the fray, leaving other arms of the State eg Mubadala to pick up the equity side of things?

Mubadala has a longstanding investment in Acu port ( largest private in Brazil) and in J/V with EIG, a private equity infrastructure fund...

Interesting times, for sure!

ATB

Extrader,

Advfn is down at the moment so as not to lose my post to your question there ....

Extrader, a bid for OCN would have been possible, but there would be down sides to it.

You have to remember the portfolio has private equity investments in it which are much longer term in duration (usually 5 years plus to maturity) plus there is like $50M + of future commitments to these private equity fund managers that the directors have already agreed to !

So any potential buyer of OCN can't just liquidate the portfolio & walk away with just Wilson & Sons they are going to have a fair chunk of cash tied up for years in the private equity investments & trying to get out early will see significant losses on those investments.

Given the terrible overall performance of the private equity investments to date there is a risk that they don't even get there money back holding them to maturity!

-------------

I would say a purchase of OCN was less punitive for OCN shareholders because OCN is not selling Wilson & Sons & thus would not be liable to Capital Gains tax in Brazil over the transaction.

But each OCN shareholder would then be subject to there own capital gains tax etc (which we are going to be anyway).

They could have offered 3 year lone note or such like that would allow shareholders to spread out the gains tax payable but given the amount is down to £3,000 annually for UK Residents now, its not going to be much of a saving.

The only thing that can be done is for shareholders to sell (generate losses) elsewhere in there portfolio's over the rest of this tax year & next to offset as much of the Capital gains tax liabilities that they'll have that way.

LOTM

Better link here

hTTps://emea01.safelinks.protection.outlook.com/?url=hxxps%3A%2F%2Fvalorinternational.globo.com%2Fbusiness%2Fnews%2F2024%2F10%2F18%2Fi-squared-prepares-offer-for-wilson-sons-but-competition-may-arise.ghtml

Https://emea01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fvalorinternational.globo.com%2Fbusiness%2Fnews%2F2024%2F10%2F18%2Fi-squared-prepares-offer-for-wilson-sons-but-competition-may-arise.ghtml&data=05%7C02%7C%7C7e8689bd3e93471cb49108dcef8b4d99%7C84df9e7fe9f640afb435aaaaaaaaaaaa%7C1%7C0%7C638648628788478586%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=7ho%2BBN0IP5muVKQcvi6SS06Qkwfyd2CgpIdKuhxSBx0%3D&reserved=0

Wilson & Sons have just declared a 3rd interim dividend for 2024 & it is up significantly on the previous 2.

The one paid at the start of June was R$0.17273618 per common share.

The one at the end of July was R$0.24710756 per common share

Today's announcement for payment on 23rd of October is a whacking R$0.34222632 per common share.

OCN shareholders are yet to see any of that cash come to them ..........

Added together they equate to @ R$0.76 per share, which we then need to multiple by 7 to turn it into an OCN share = R$5.32, which at the current exchange rate equates to between £0.74 - 0.75 per share that has accumulated thus far.

If the Q4 dividend rate was to be similar to that of the 3rd Quarter then we'd be looking at another £0.33 so we should in actual fact be expecting a total dividend per OCN of somewhere between £1.05 - £1.10 when we get it !

LOTM

Hat tip to meanreverter

Edison report valuing OCN at 2275p:

Https://www.edisongroup.com/research/confirmation-of-interest-in-wilson-sons-holding/34040/?j=271940&sfmc_sub=12772501&l=715_HTML&u=8142925&mid=536001663&jb=1

GLA

Preliminary Data for the container terminals has been published for September.

Even with Major issues at both terminals during the month TEU numbers were up 42% & 24% to give a combined increase of 35.6% on the September 2023 numbers.

Year to date increase is 26.6% 972K against 768K TEU

Which will translate into a lot more revenue coming in for sure.

LOTM

The OSV link is intriguing:

"WS also indicated there s a review of the osv business which is in a jv with a Chilean family."

Not just any Chilean family...

hxxps://www.elmostrador.cl/noticias/pais/2013/05/17/el-oculto-pasado-nazi-del-patriarca-del-clan-von-appen/

..Apfel’, which in German means “apple”, was the nickname of the spy who during World War II led sabotage activities from Chile along the western coast of South America, and who for years had those in charge of investigating the movements of the Third Reich's espionage networks that had been set up in the country in the face of constant criticism from the United States.

The true identity of ‘Apfel’, which was discovered by the investigators of Department 50, the Chilean counter-espionage unit that managed to disrupt two German networks in the country, corresponded to the German citizen known in Chile as Julio Alberto von Appen Oestman, based in Chile and father of today's powerful businessmen Wolf and Sven von Appen.

The story of the patriarch of one of the country's most important economic groups, ....is detailed in the book ‘Chile and the Men of the Third Reich’, by María Soledad de la Cerda.

Research that explains how the father of the family that is today the leader of the national port business through Ultramar, and also an important financier of the Centro de Estudios Públicos (CEP), where Wolf von Appen is vice-president of the board of directors, was commissioned by the Nazi regime to blow up power plants, ships and factories. And above all the Panama Canal.."

'Nowt so strange as folk.

GLA

There's this

hTTps://www.reuters.com/markets/deals/cma-cgm-agrees-buy-48-santos-brasil-12-bln-will-launch-takeover-bid-2024-09-23/

and this OCN -specific teaser

.."Rio de Janeiro, 23 September 2024 - Wilson Sons S.A. (B3 Ticker: PORT3) (“Wilson Sons” or “Company”), pursuant to the regulations in force, hereby informs that its offshore support vessel joint ventures, Wilson, Sons Ultratug Participações S.A. and Atlantic Offshore Services S.A. (collectively “WSUT”), have engaged Pareto Securities AS (“Pareto”) as their financial adviser to assist in exploring strategic opportunities, which may include the disposal of the equity interests held by the Company and the Ultranav Group in WSUT. This evaluation of strategic opportunities is at an early stage and there can be no certainty as to its outcome..."

We've been here before, but still...

Here's a recent summary of current M & A activity/discussions in Brazil

https://valorinternational.globo.com/business/news/2024/08/23/with-foreign-investor-interest-port-sector-prepares-for-manda-spree.ghtml

Maybe the iSquared report has some legs?

GLA

...with some sizeable 'unknown' trades being reported - £ 346 K worth....

More detail/context here, from globo, that 'broke' the MSC story last year...

https://valorinternational.globo.com/business/news/2024/08/23/with-foreign-investor-interest-port-sector-prepares-for-manda-spree.ghtml

Article mentions Chinese interest, but unclear whether in Wilson Sons or in one of the other Brazilian port co's said to be 'available'....

The South-South theme aka BRICS play would also suggest AD Ports or DP World (the Emirates) might be in the frame.

GLA

Hopefully this will flesh out others eg MSC (named last year as in discussions) and who clearly has close ties...and is interested in expanding South - South trade, see

https://www.wilsonsons.com.br/en/release/wilson-sons-receives-mscs-first-366-metre-supership-at-salvador-container-terminal-and-launches-regular-route-from-the-northeast-to-asia/

GLA

News as last. Here we go!

Looks positive. Not sure shy shares not reacting more strongly.

Pretty clear that Wilson & Sons has moved to quarterly dividend payments - latest payment is R$0.2471075 per share & went ex-dividend yesterday & payment on 22nd July.

That's up considerably on the R$0.1727 they paid out on 4th June.

Just to be clear those are the payments relating to 2024.

They paid a dividend of R$0.17165 on 6th May which was the last of the 2023 dividends that ended up being $0.85 cents paid to OCN shareholders.

We really want OCN to move to quarterly or at worst half yearly dividend payments.

LOTM

Wilson & Sons have a new presentation out, worth having a look at it, has some new info in it.

LOTM

Thanks for this!

Hopefully, there'll be an update shortly, to factor in the end 2023 numbers...

pp 22 and 68 list 'recent acquisitions'and seemed to suggest 'open to offers/look what we've got';

pp 54 shows geographic expansion plans (S/T Uruguay and Guyana, longer term Colombia, Ecuador, Peru). Curious that there's no ref to the J/V in Chile (?);

pp 17 and 32 show existing connections. I look at the gap across to Congo (Pointe Noire), where expansionist AbuDhabi Ports has just taken a 30 year concession and wonder if they're in the frame...

ATB and GLA

Wow Wilson & Sons have just released a new presentation which is like 112 pages long with lots of expansion opportunities.

Well worth your time studying it I'd say.

https://ri.wilsonsons.com.br/en/

Just click on the link from there.

GLA

LOTM

Seems you were right after all. question is whether resistance a13 will hold or whether 12 is the next stop. Good value on offer at these levels though with the possibility of additional windfall from strategic review. Almost 5% DY and half NAV.

I sold a small amount thinking to rebuy at a lower price ---last year it continued to fall for weeks after going ex-dividend

Anyway it appears I was wrong as there are some seriously large buys happening at the moment .

Not madness lotm, my profits are far more than the divi after which, how far will it drop? More than happy with MY decision, profits banked and on to new pastures......bye

Hi wilks8,

You bailed out today ? & the shares ex dividend on 16th May next thursday for $0.85, that seems madness to me as the share price never tends to drop as much as the dividend is in £'s.

Good Luck with where you decide to go with the cash then.

LOTM

Too exciting for me, bailed out early and into boring Cvce, plenty upside to come here though gla