Panalpina’s board of directors has recommend that shareholders accept DSV’s public exchange offer for outstanding shares of the company. The deal is already supported by shareholders representing 69.9 per cent of the registered shares of Panalpina, who have irrevocably agreed to tender their shares. This includes Panalpina’s largest shareholder, Ernst Göhner Foundation and Cevian and Artisan.
The transaction has an enterprise value of approximately CHF 4.6 billion corresponding to DKK 30.5 billion (C$6.1 billion).
If the offer is successful, DSV and Panalpina will become one of the world’s largest transport and logistics companies with a combined revenue of approximately DKK 118 billion (C$24 billion) and a combined workforce of more than 60,000 employees. The new company will be named DSV Panalpina A/S.
At completion of the transaction the Ernst Göhner Foundation is expected to become the largest shareholder of DSV with a holding of approximately 11 per cent of the issued share capital. DSV has undertaken to nominate and recommend to its shareholders that a candidate proposed by Ernst Göhner Foundation will be elected to the board of directors of DSV A/S. Ernst Göhner Foundation has undertaken not to sell or dispose of its DSV shares for a period of 24 months following settlement of the Public Exchange Offer, save for limited participation in share buy-back programmes that may be undertaken by DSV in the future.
In 1969, the Ernst Goehner Foundation, which had been set up by one of Switzerland’s leading entrepreneurs of the 1950s and 60s, acquired the first 40 per cent of Panalpina’s share capital. Gradually adding to this stake during 1980s, it became the company’s sole shareholder.
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.
“In the course of the past weeks, Panalpina’s board of directors and management has been exploring different strategic initiatives and held discussions with DSV about a potential combination,” said Peter Ulber, chairman of the board of Panalpina.
“The board of director’s assessment is that the updated proposal of DSV is very attractive. It is recognizing the quality of Panalpina’s employees, the company’s strong position as one of the world’s leading providers of supply chain solutions, and its special competencies and know-how in air and ocean freight. The board of directors recommends Panalpina’s shareholders to accept the offer. Talks with Agility have been discontinued. “