The logistic groups DSV and Panalpina have announced to have reached a fusion agreement



The leaderships of the logistic groups DSV and Panalpina have agreed a plan of fusion between the two companies, project that was proposed by Danish DSV at the beginning of this year and that it seemed to be blocked from not to the supply and demand of the greater shareholder of the Panalpina Helvetian and from the announcement of the Swiss company of a start of negotiations for the fusion with the Agility kuwaiti(on 16 January, 4 and 15 February 2019). The project of fusion on which today DSV and Panalpina they have announced to have reached an agreement is based on a public offer of turned exchange the shareholders of the Panalpina, proposal that the board of directors of the Helvetic group has exhorted to accept. The president of the Panalpina, Peter Ulber, has confirmed that the negotiations with the Agility group are interrupted.

Panalpina has specified that the last offer of the DSV has already received the consent of shareholders who together represent 69.9% of the registered stocks of the society, included the Ernst Göhner Foundation, than to February had rejected the first proposal of the DSV, let alone the Cevian and the Artisan. Tomas A. Gutzwiller, member of the council of the Ernst Göhner Foundation, has confirmed that, "in consideration of the consolidation that is on in the field and of the opportunities and of the risks that derive some, we have carefully examined with open mentality the several options for Panalpina. Our council of foundation - it has explained - has concluded unanimously that the combination proposed within the DSV offers the best opportunities so that Panalpina can tackle to the future challenges of the market from a force position and so that value for all is created the shareholders".

The public offer of exchange, than is previewed will be started at the end of the next May and that a month after with delay right will finish, an action of the Panalpina is based on the offer by DSV of 2,375 own actions of the nominal value of a Danish crown for each action in exchange for. On the base of the price of closing of friday of the actions of the DSV, pairs to 550,4 Danish crowns, the value of the offer corresponds to 195,8 franchi Swiss for each action of the Panalpina (the initial offer era of 170 franchi), for a total of 4,65 billion franchi Swiss (4,16 billion euros - 30,5 billion Danish crowns).

The offer is subject to the acceptance of the proposal by shareholders who stop at least 80% of all the quoted actions of the Panalpina, included 69.9% of actions possessed from the shareholders who already have engaged themselves to accept the offer. If the offer were accepted by all the shareholders of the Panalpina, DSV will emit about 56 million own actions pairs to about 23% of the increased share capital of the DSV which fee of the public offer of exchange. The completion of the fusion project is previewed in the course of the last trimester of this year.

The two parts have emphasized that if the offer will have succeeded DSV and Panalpina they become one of the greatest society to the world in the field of the transports and the logistics with a annual turnover of about 118 billion Danish crowns (15,8 billion euros). The two societies have specified that a committee of integration will be instituted composed from an equal number of representatives of the Panalpina and the DSV that will have the task of superviewing the process of integration of the two companies and to assure a fair treatment to all the dependent. Moreover they have specified that an appraisal deepened with the scope will be carried out to maintain in Switzerland functions and competences important. To completion of the fusion the DSV will propose its shareholders to change own name in DSV Panalpina A/S.

To conclusion of the operation it is previewed that the Ernst Göhner Foundation will become the main shareholder of the DSV with a quota capital of 11% about and the DSV has been engaged to that a candidate proposed from the Foundation is elected in the board of directors of the new society. From part its Foundation has engaged itself not to sell own actions of the DSV for a next period of 24 months to the conclusion of the public offer of exchange, except a limited participation to programs of buys back of actions that could be put into effect in future from the DSV.