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(Removing reference to UK as hearing location)

(Alliance News) - Ocean Wilsons Holdings PLC said that a court sanction hearing on its proposed merger with Hansa Investment Co will go ahead as planned on Monday, despite a request for adjournment.

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, New York-based investment manager Arnhold LLC, which holds around 900,000 Ocean Wilsons shares in August 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.

Under the approved scheme, Ocean Wilsons investors are set to 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 1,190.94 pence on Monday afternoon in London. Ordinary shares in Hansa Investment were up 0.4% at 278.19 pence, while Class 'A' shares rose 0.6% to 271.50 pence.

For its part, Ocean Wilsons said it "has engaged constructively with Arnhold over several months" regarding concerns over the merger, and had made efforts to determine whether "there was any substantive basis" for the adjournment.

"The Ocean Wilsons independent committee was clear it would be open to considering any such basis if it considered it to be in the interests of scheme shareholders to do so," the firm said on Monday. "At this time no such basis has been provided."

Ocean Wilsons plans to proceed with the hearing on Monday and expects the deal to close by the end of September.

The deal is not subject to the UK Takeover Code, given that Ocean Wilsons is registered in Bermuda and therefore outside the jurisdiction of the UK Panel on Takeovers & Mergers, though the firms said they had agreed on "certain matters regarding the application of the Takeover Code to the combination."

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.

Ocean Wilsons sold a 56% stake in Brazilian port and maritime logistics firm Wilson Sons SA for USD594 million back in June.

Ocean Wilsons is a constituent of the FTSE 250 index in London. It will be replaced in the index by beauty and health products retailer THG PLC on Wednesday.

By Holly Munks, Alliance News reporter

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