Wilson Sons S.A. (PORT3) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to Wilson Sons conference to address the execution of a share price agreement by the company's controlling shareholder for the sale of its entire stake in Wilson Sons. Joining us today are Mr. Fernando Salek, the company's CEO; Mr. Arnaldo Calbucci, the COO; and Mr. Michael Connell, Investor Relations Officer. This conference is being recorded. [Operator Instructions]. The question-and-answer session will begin after the company's presentation. Financial information will be presented in Brazilian reals and comply with International Financial Reporting Standards, except when otherwise stated. Page 3 of the slide deck contains the usual disclaimers regarding forward-looking statements. Now I'd like to hand over to Mr. Fernando Salek. Please, sir, you may proceed.

Thank you. Good morning, everyone, and welcome to our conference call. Let's begin on Slide 2 of the slide deck, where we provide an overview of the transaction at issue. As disclosed in the material fact issued on October 21, 2024, the company's controlling shareholder, OW Overseas Investments Limited has signed a share purchase agreement with SAS, Shipping Agency Services, a wholly owned subsidiary of MSC for the sale of its entire 56.47% stake in Wilson Sons total and voting share capital. The transaction follows a lockbox device and the agreed price per share was BRL 17.50 payable upon the transaction's completion. Additionally, our shareholders may receive permitted dividends of up to $22 million per quarter, starting in the fourth quarter of 2024 until the transaction is concluded, provided that the company generates sufficient profits, obviously, during the corresponding periods. It's also important to note that the dividends declared on October 11, 2024, amounting to approximately $27 million are also considered permitted dividends and will not affect the purchase price. The completion of the transaction will be subject to the customary conditions for this type of operation being met, including, but not limited to, its approval by the Brazilian antitrust authority, CADE and the Brazilian Waterway Transportation Agency, and tech. The transaction is expected to be finalized in the second half of 2025. The agreement also provides that once the transaction is finalized, the buyer will launch a mandatory public tender offer for the remaining shares of the company and that will be for the same price and under the same conditions offered to the controlling shareholder in accordance with applicable law. The buyer has declared that at the present time, it has not yet made any decision regarding a potential delisting of Wilson Sons and undertakes to keep the company informed in this regard in compliance with applicable law. So this concludes our presentation, and I would like to now invite all of you to participate in our Q&A session. Thank you.

[Operator Instructions] Our first question is by Lucas Marquiori.

I just have a few questions that I would like you to answer. First of all, in the material fact, and you also talked about the expectation that transaction will be finalized in the second half of 2025. And I know that at this point is not an easy feat to give more visibility about that. But would you expect it to really be closer to the end of the year? I'm just trying to understand in which quarter the conclusion will take place so that we understand those $22 million per quarter. And as for the regulatory execution, I just have a question about the antitrust authorities work. Will this be analyzed per segment? Will they have to analyze the Cabotage department and separate from the Towage department and that's separate from the Ports department. And I mean, because this is -- this will be done separately. Does that involve any risk of complexity or delays? We just want to understand the timing of the regulatory approval. We just wanted to hear from you, see if you can give us any clarity.

Thank you for your question, Lucas. Listen, of course, it's very difficult to say precisely how long the process will take, especially at this point in the process. But what I can tell you right now is that the antitrust authorities process is expected to follow the customary right, which is why we expect the conclusion to take place in the second half of 2025. But beyond that, we really do not have any additional information about the process itself. No additional details about the process with CADE.

That's perfect. Salek, maybe following up on that then, the agreement regarding the quarterly dividends up to $22 million. Is there a time limit on that? Say there's a delay, those $22 million in dividend per quarter. Does that stand until the finalization or until the conclusion of the transaction? Or should that be extended through 2026? And should that division stand just the same until the end?

Lucas we did -- we received your question. And Lucas, there is no specific time limit on the allowed vesting of dividends per quarter. So this should go on until the transaction is finalized.

Our next question comes from Andre Ferreira with Bradesco BBI.

Actually, I have 2 questions, if you allow me. First of all, the material fact talks about a termination rate of the -- if the antitrust regulations or ANTAQ regulations are not met. Is there any counterpart to that, say, Ocean chooses not to move forward with the transaction. Will there be a fee? And if so, how much would that be? And my second question is, does this transaction interfere in any way with the push car in the offshore divisions participation? Should this process be terminated? Or should it be sold? Does MSC -- will MSC have to pay anything for not acquiring Wilson Sons ultimately?

Andre, we are not part of the agreement here at Wilson. So to your first point, we do not have that information. This is something that you should ask Wilsons -- Wilson Sons shareholder. Now as to the offshore W suit, the lawsuit is still underway and it will not be part of the strategic review. It stands as it is. And should we be successful, there's no provision for any price adjustment.

[Operator Instructions]

We have a question from Breno Fortuna. Breno asks if there's been any agreement on price correction by PORT3, CDI, IPCA or any other index. Well, we expect the amount to be adjusted for minor shareholders between the completion of the transaction and [ OPA's ] liquidation. According to CVM's regulation.

The next question is by Lucas Marquiori with BTG Pactual.

I just wanted to understand a little bit about the quality of the buyer. And within Wilson's current structure, towage, ports, offshores, I don't know if you had maybe gone through this in other processes in the past, but where do you see MSC gain more space potentially? Our understanding is they do not have a towage operation in Brazil. Do they operate there overseas? Do you believe that their current operations in Brazil at this point converges with yours currently? Where do you see any gains in this operation just so that we can understand the rationale behind the transaction.

That's a tough question for Wilson to answer. It's actually a question that would be better answered by the buyer. MSC is a global brand with a significant portfolio in the business and which has shown at this point, an interest in all of Wilson Sons' assets, which is why it ultimately decided to acquire the full stake that was based on our current portfolio. But beyond that, anything else I could say would be based in speculation. So I will reserve the right to wait until we have all the information. We have a question from Thomas Borrows. Let me read the question. He says, the dividend in the quarter when the transaction is finalized, will also be paid by the shareholders with no price adjustment. Well, for a quarter that's not been concluded, where the closing took place is payment will be -- will occur pro rata. Considering the $22 million during the quarter until closing. That payment will also not be adjusted. That's permitted dividends, so it will not be adjusted for price.

This concludes our question-and-answer session. I would now like to invite Mr. Fernando Salek to proceed with his closing remarks. Please, sir, go ahead.

I'd like to thank very much everyone who joined us and also reaffirm our commitment to generating value to all the stakeholders in Wilson Sons. I'd like to reiterate and reinforce that our essence, our values and our commitment to our customers, employees, shareholders, partners and communities we serve remain unchanged. We will continue operating with the same level of excellence, safety and efficiency that has guided us over the past 187 years. I'd like to extend my deepest gratitude to all our employees for their ongoing dedication and exemplary work, which have been the hallmark of our company throughout its history. Thank you all once again for joining us today. Please stay well and stay safe, and have a great day.

This concludes Wilson Sons' conference call. Thank you all for joining us, and have a good day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]