Mergers and acquisitions

Scenarios

(click the links for the respective scenarios)

1. Acquisition and sale/demerger of a service brand fitting into an existing sub-entity
2. Acquisition and sale/demerger of a product brand
   • Acquisiton to be managed by a sub-entity, not standalone
   • Demerger/Sale of a product brand from an existing sub-entity 
   • Acquisition that can/should be integrated into an existing product range/brand
3. Acquisition and sale/demerger of a service & product brand
4. Acquisition and sale/demerger of a service (and product) brand unfit to add into an exisisting sub-entity
5. Acquisition and sale/demerger of a service or product brand with multiple sub-entities
6. Acquisition and sale/demerger of a brand that is too strong to integrate
7. Demerging/partial sale of an integrated brand / service structure 
8. Joint Venture with a 50/50 ownership with/without a go-to-market perspective
9. Joint Venture with less than 50% ownership with/without a go-to-market perspective
10. Joint Venture with more than 50% ownership with/without a go-to-market perspective
11. Joint Ventures/ventures with service providers acting on our behalf

The playbook concludes with a decision tree providing a visualization of the M&A and JV process moving forward.

Trademarking Joint ventures (including partly owned companies)

Joint ventures being marketed under the Wilhelmsen name may use the W-flag and Wilhelmsen name JV lockup (link to template) as part of their trademark, logo and/or identity, provided that the guidelines for JV scenarios are applied. The trademark must be approved, registered and owned by a Wilhelmsen group company and a binding agreement regarding ownership of the trademark must be entered into.

Joint ventures operating under a separate brand may not use the W-flag as part of their trademark, logo and/or identity.

If a joint venture wishes to register its brand name and/or company logo (figure and name) as its trademark, the owner of the company and/or product brand name must give the company in question prior authorisation for such a registration. 

Acquisition or sale of a company (wholly owned, subsidiaries and/or joint ventures)

Ownership of trademarks must always be included in proceedings leading to mergers and acquisitions as well as sale of companies and/or product trademarks. The ownership of trademarks related to a company and/or a product trademarks must be agreed upon before signing a share purchase agreement or a similar agreement. If also entering into a shareholders’ agreement, the registration, use and ownership of trademarks shall be taken into consideration. If involved in any such proceedings, please contact Wilh. Wilhelmsen Holding legal and/or  corporate communications department in order to obtain further advice.

If the Wilhelmsen group acquires another company including its product brands, or a company’s product brands and not the legal entity itself, the ownership of the company trademark and/or product trademark(s) must be placed with the parent company/legal entity that will make use of the trademark.

If the Wilhelmsen group sells part of or all shares in a company using the W-flag as company brand and/or a product brand where the W-flag is included or such a company is dissolved, a binding agreement must be made that the ownership of the trademark remains the property of the Wilhelmsen group and that the company and/or the product shall be re-branded within the expiring date of the ownership. Please contact Wilh. Wilhelmsen Holding legal department to obtain assistance setting up such an agreement.