Conyers advised Wilson Sons Limited in connection with its merger with and into its controlled subsidiary Wilson Sons Holdings Brasil SA (“WSSA”) with WSSA, a Brazilian corporation, as the surviving company (the “Merger”).
Wilson Sons Limited was a Bermuda exempted company registered as a foreign issuer with the CVM and sponsor of Brazilian Depositary Receipts traded on B3 SA- Brasil, Bolsa, Balcao (“B3”), representing common shares of Wilson Sons Limited, also listed on the Luxembourg Stock Exchange.
Upon completion of the Merger, the only shareholders of WSSA were the former shareholders (including holders of Brazilian Depositary Receipts) of Wilson Sons Limited as at the date of approval of the Merger at the special general meeting of shareholders of Wilson Sons Limited. Effective the Merger, WSSA admitted its shares for trading on the B3.
The Merger was intended to simplify the group structure, increase share liquidity and facilitate access to capital markets.
The Wilson Sons group has over 180 years of experience and performs activities as one of the largest integrated providers of port and maritime logistics, whose operating segments include: (i) container terminals, (ii) towage and shipping agency, (iii) offshore support bases, (iv) logistics, (v) shipyards and (vi) offshore support vessels.
Directors Chiara Nannini, Marcello Ausenda, Christian Luthi, and Associate Jessica Harris of Conyers’ Bermuda office advised in the matter.