MSC acquires brazilian company Wilson Sons for over R$ 4 Billion

Wilson Sons shipyard in Guarujá; the company had 56% of its capital acquired by MSC (Disclosure/Wilson Sons)

Wilson Sons, one of Brazil's largest logistics companies, has a new controlling shareholder. The company was sold to Shipping Agencies Services (SAS), a subsidiary of the MSC group based in Switzerland. Under the agreement, SAS will pay R\$ 4.352 billion for the equivalent of 56.47% of the Brazilian company's capital.

The transaction is still subject to approval by the Administrative Council for Economic Defense (Cade) and the National Agency for Waterway Transportation (Antaq). The expectation is that the operation will be completed during the second half of 2025.

According to information on its website, Wilson Sons operates container terminals in Bahia and Rio Grande do Sul; 80 tugboats — which the company claims constitute the "largest and most powerful fleet in the country"; 23 Brazilian-flagged offshore support vessels; two offshore support bases in Guanabara Bay (RJ); a customs logistics center in Santo André (SP); two shipyards in Guarujá (SP); as well as international logistics services to over 70 countries and one of the largest independent maritime agencies in Brazil.

In a material fact sent to the Securities and Exchange Commission (CVM), the company highlights that the acquisition price agreed with SAS amounts to R\$ 17.50 per share, slightly below the stock price at the close of trading last Friday, October 18, which was R\$ 17.85.

According to the company, the transaction allows Wilson Sons to pay dividends approved by the board of directors on October 11 and to continue paying dividends in reais equivalent to up to US\$ 22 million per quarter during the period prior to the closing of the transaction, subject in any case to Wilson Sons generating sufficient profits in the respective quarter. If Wilson Sons pays dividends that exceed the allowed amount, there will be a proportional reduction in the purchase price owed to the seller.

Once completed, the transaction will result in the sale of control shares, and the buyer will make a public offer to acquire the remaining shares issued by the company at the same price and under the same conditions offered to the seller.

According to the material fact, the seller was advised by BTG Pactual (financial advisor), Slaughter and May (legal advisor under English law), Pinheiro Guimarães Advogados (legal advisor under Brazilian law), and Peel Hunt (financial advisor and intermediary in the UK).