CEVA Logistics has rejected a takeover bid from DSV.
"The Board of Directors of CEVA Logistics AG has announced that it has received a non-binding proposal to acquire the company at the price of CHF 27.75 per share in cash. The Board of Directors of CEVA Logistics carefully reviewed the proposal with the support of its legal and financial advisors and unanimously concluded that the proposal is not in the best interest of the company and its shareholders. Specifically, the Board of Directors concluded that the proposal significantly undervalues CEVA's prospects as a standalone company particularly as CEVA Logistics together with CMA CGM S.A. ("CMA CGM") as a strategic partner has been exploring measures to enhance performance in order to unlock CEVA Logistics' full potential. The proposal is therefore inadequate. Accordingly, the Board of Directors has decided to not engage on the basis of this unsolicited proposal.
In light of the current circumstances, the Board of Directors on request of its major shareholder CMA CGM has agreed to modify the current stand-still agreement between CEVA Logistics and CMA CGM. CMA CGM's duty to not increase its holding above the current 24.99% of the share capital until 5 November, 2018 has been amended to the effect that CMA-CGM is allowed to increase its holding up to one third of the voting rights of CEVA Logistics with immediate effect. All other obligations of CMA CGM (as made public in the IPO prospectus) remain in place, in particular the obligation of CMA CGM to tender its shares into a public tender offer by a third party if recommended by the Board of Directors unless CMA CGM launches a superior offer. In addition, CMA CGM has agreed, under certain conditions, to not launch or trigger an offer without the recommendation of the Board of Directors in the next 6 months (other than an offer which is superior to another offer)."
“In response to CEVA Logistics AG’s announcement this morning, DSV A/S can confirm that it has made a private proposal to CEVA’s Board of Directors to acquire CEVA for CHF 27.75 per share.
“The proposal would provide CEVA shareholders with an attractive premium of 50.7% to CEVA’s share price of CHF 18.42 as of 10 October 2018 and 37.0% to the 60-day VWAP of CHF 20.25 as of 10 October 2018.
“Our proposal has been rejected by CEVA’s Board of Directors, and DSV has no dialogue with CEVA regarding a voluntary public tender offer for the outstanding equity of CEVA.”
DSV added that it has “long respected and followed CEVA’s business and believes combining the two companies would deliver significant value to all stakeholders (including shareholders, employees, customers and suppliers)”.
“We are confident that a combination would be in the best interests of the stakeholders of both companies as it presents a unique opportunity to build on the successful legacies of our businesses by extending our service offering and giving our combined operations additional scale.
“DSV does not intend to make any additional comments on this matter.”