PANALPINA AND DSV AGREE TO JOIN FORCES

DSV and Panalpina have reached an agreement on the terms and conditions of a combination by way of a Public Exchange Offer to all Panalpina shareholders. The board of directors of Panalpina recommends that Panalpina shareholders accept the Public Exchange Offer. The Public Exchange Offer already has the support of shareholders representing 69.9% of the registered shares of Panalpina, who have irrevocably agreed to tender their shares into the Public Exchange Offer. This includes Panalpina’s largest shareholder, Ernst Göhner Foundation and Cevian and Artisan*.

Pursuant to the Public Exchange Offer, DSV will offer 2.375 DSV shares (with a nominal value of DKK 1 per share) for one Panalpina share (the “Exchange Ratio”). Fractional DSV shares will be settled in cash. Based on the DSV closing price of DKK 550.4 and an exchange rate of DKK 1.00 = CHF 0.1498 as of 29 March 2019, the Exchange Offer equals an implied offer price of CHF 195.8 for each Panalpina share.

The transaction has an enterprise value of approximately CHF 4.6 billion corresponding to DKK 30.5 billion on the basis of the closing price of DSV prior to the date of this announcement and the DKK-CHF exchange rate published by Bloomberg at 4pm GMT on 29 March 2019, the last trading day on NASDAQ Copenhagen prior to the date of this announcement.

Using the closing price of DSV prior to the date of this announcement, the Exchange Ratio represents a premium of approximately 43% to the on-exchange closing price of Panalpina shares on SIX of CHF 137 on 15 January 2019, the day before DSV’s initial proposal was published.

If the Exchange Offer is successful, DSV and Panalpina will become one of the world’s largest transport and logistics companies with a combined pro forma revenue of approximately DKK 118 billion and a combined workforce of more than 60,000 employees.

An integration committee comprising an equal number of Panalpina and DSV representatives will be established to oversee the integration process and ensure a fair treatment of all employees. A thorough evaluation will be carried out with the aim to maintain relevant functions and competences in Switzerland.

Following completion, DSV will propose to its shareholders, at an extraordinary general meeting to be convened, to change its name to “DSV Panalpina A/S”, which reflects the long, rich history of both companies.

Subject to fiduciary duties, DSV has agreed with the board of directors of Panalpina to propose a dividend policy with a pay-out ratio to DSV’s shareholders of approximately 15% of net profit.


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