Robert.Jervis_43227 Feb 15

Do try to keep up...

Do try to keep up... image

We think this is an accurate chronology; accurate up to 13.00 GMT on the 15th February anyway...

16/01/2019

The Board of Directors of Panalpina announces that it has received an unsolicited, non-binding proposal from DSV to acquire the company at a price of CHF 170 per share, comprising a mix of cash and DSV shares.

According to its fiduciary duties, the Board of Directors of Panalpina is reviewing the proposal in conjunction with its professional advisers.

16/01/2019

In response to Panalpina Welttransport Holding AG’s (“Panalpina”) announcement today, we can confirm that DSV has made an indicative and private proposal to Panalpina’s Board of Directors to acquire Panalpina. The consideration consists of 1.58 DSV shares and CHF 55 in cash for each Panalpina share. Based on closing prices as of 11 January 2019, the value of the offer is CHF 170 per share.

We have not yet received a response to our indicative and private proposal from Panalpina’s Board of Directors.

A combination of DSV and Panalpina would create a leading global transport and logistics company with significant growth opportunities and potential for value creation. A combination presents a unique opportunity for both companies and their respective stakeholders including shareholders, employees, customers and suppliers.

The indicative proposal will provide Panalpina’s shareholders with a premium of 24% to Panalpina’s closing share price of CHF 137.5 as of 11 January 2019 and 31% to the 60-day VWAP of CHF 129.5 as of 11 January 2019.

The combined business would generate expected revenues of more than DKK 110bn and EBITDA of more than DKK 7bn on a pro-forma 2018 basis (excluding any synergy benefits). The structure of our offer will allow Panalpina’s shareholders to participate in the benefits of the combination.

DSV has a long and successful track record of partnering with companies, and the combined business will be exceptionally well positioned for future growth.

28/01/2019

CEVA Logistics' Board of Directors, fully aligned with the friendly Public Tender Offer from CMA CGM, does not recommend to tender shares. This is in the context of the strengthened strategic partnership between the two companies as it was communicated on 26 November 2018.

04/02/2019

Panalpina confirms that the Ernst Göhner Foundation, Panalpina's largest shareholder representing approximately 46% of the total share capital, informed the Board of Directors that it does not support the current non-binding proposal from DSV and that it supports Panalpina’s Board of Directors in pursuing an independent growth strategy that includes M&A.

According to its fiduciary duties the Board of Directors of Panalpina continues to carefully review the situation with its professional advisers. Further announcements will be made as appropriate.

04/02/2019

On 4 February 2019, Panalpina Welttransport Holding AG (“Panalpina”) disclosed a company announcement stating that the Ernst Göhner Foundation, Panalpina's largest shareholder representing approximately 46% of the total share capital, does not support DSV A/S’ (“DSV”) current indicative offer, cf. Company Announcement 734 from 16 January 2019.

DSV continues to carefully review the situation. Further announcements will be made as appropriate.

12/02/2019

CMA CGM launches its public tender offer for CEVA shares, the combined group to become a global leader in transport and logistics

The offer’s price is set at CHF 30 per CEVA Logistics share.  This values the share:

  • 12.2% above its average listing over the last 60 days,

  • 62.9% above its CHF 18.42 share price on October 10, 2018, its last day of listing before the announcement of an unsolicited takeover offer by a third party.

This offer has the support of the Board of CEVA Logistics.

CMA CGM Group already controls 33% of the capital of CEVA Logistics.

The CMA CGM Group will thus become a world leader in transport and logistics, with a workforce of 100,000 people, generating over USD 30 billion in revenue.

15/02/2019

The Board of Directors of Panalpina confirms media reports that it is in discussions with Agility Group on potential strategic opportunities with regard to their respective logistics businesses. The discussions between the two companies are at a preliminary stage.

According to its fiduciary duties, the Board of Directors of Panalpina continues to review the approach by DSV in conjunction with its professional advisers.

15/02/2019

Agility Statement in Regards to Panalpina

Agility confirms that it is in early discussions with Panalpina about partnership opportunities between the logistics businesses of the two companies. Agility is always exploring opportunities to grow its business and maximize shareholder value. No agreement has yet been reached and there are no guarantees that an agreement will be reached.

15/02/2019

The Board of Directors of Panalpina confirms that it has received a revised, non-binding proposal from DSV to acquire the company at a price of CHF 180 per share, all in cash.

According to its fiduciary duties, the Board of Directors of Panalpina is reviewing the revised proposal from DSV in conjunction with its professional advisers.

15/02/2019

DSV A/S (“DSV”) is aware that Panalpina Welttransport Holding AG (”Panalpina”) on 15 February 2019 has made public that Panalpina and Agility Group are pursuing a private combination.

In continuation of the Company Announcements no. 734 of 16 January 2019 and no. 735 of 4 February 2019 DSV informs that DSV on 6 February 2019 has put forward to the Board of Directors of Panalpina a revised indicative and contingent all-cash offer to the shareholders of Panalpina at CHF 180 per Panalpina-share. The revised all-cash offer was made in response to feedback received from Panalpina and included e.g. certain commitments to be specified towards Panalpina’s employees and the Panalpina heritage.

The revised indicative and contingent all-cash offer equates to an enterprise value to 2018 EBITDA multiple of 24x based on broker consensus.

DSV is obliged to disclose this Company Announcement. Neither our revised indicative and contingent all-cash offer nor this Company Announcement contains an obligation for DSV to make a voluntary public tender offer to the shareholders of Panalpina.

DSV continues to carefully review the situation. Further announcements will be made as appropriate.