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Ocean Wilsons—Hansa merger clears major legal hurdle

Ocean Wilsons and Hansa Investment Company are hoping for an all-share combination (File photograph)

Ocean Wilsons Holdings Ltd has moved a step closer to completing its all-share merger with Hansa Investment Co Ltd after securing a favourable ruling from the Supreme Court of Bermuda.

In a judgment delivered on Tuesday, the court formally sanctioned the scheme of arrangement under section 99 of the Bermuda Companies Act, clearing the way for Hansa to acquire all issued and outstanding shares of Ocean Wilsons. The ruling had been pending the issue of a sealed court order, which the company confirmed was granted. Ocean Wilsons said it now expects to deliver the final order to the Registrar of Companies next Tuesday, at which point the scheme will become effective.

The company also confirmed that the scheme record time — the point at which shareholder eligibility is set — is expected to be Monday at 6pm.

With the merger nearing completion, Ocean Wilsons advised that the last day of dealings in its shares will be next Monday.

Applications have been filed to suspend the listing and trading of Ocean Wilsons shares on the London Stock Exchange, the United Kingdom official list and the Bermuda Stock Exchange. Subject to the scheme becoming effective, the company expects its delisting and cancellation of trading across all markets to take effect from 8am London time on Wednesday.

The ruling follows several delays, including an adjournment in September to allow major shareholder Arnhold LLC additional time to present its objection, and another postponement in late October due to Hurricane Melissa. Shareholders had already approved the scheme at a court meeting on September 12, with full details provided in the August scheme document.

Ocean Wilsons said its independent committee will now work “as expeditiously as possible” to complete the combination, with an updated timetable published in yesterday’s announcement. The company said any changes to key dates will be disclosed through the London and Bermuda stock exchanges.

Ocean Wilsons Holdings Ltd is a Bermudian-based investment holding company — dual-listed on the London and Bermuda stock exchanges. In mid-2025, it proposed a return of up to £123 million (about $164 million) to shareholders through a tender offer and began talks with Hansa over an all-share combination.

The merger faced strong pushback from one major shareholder, Arnhold LLC, which manages accounts holding more than 900,000 Ocean Wilsons shares. Arnhold had argued that the all-share terms deeply undervalued Ocean Wilsons and would result in a serious loss of value for its investors.

The firm sought a four-week delay to prepare its objection, but the Ocean Wilsons independent committee rejected the request, saying Arnhold had not provided enough grounds. Despite the objections, a majority of shareholders approved the scheme in September, clearing the way for the court’s sanction.

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Published December 04, 2025 at 5:40 pm (Updated December 04, 2025 at 5:40 pm)

Ocean Wilsons—Hansa merger clears major legal hurdle

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