CEVA board rejects unsolicited takeover bid
11 / 10 / 2018
CEVA Logistics’ board of directors has rejected an unsolicited non-binding proposal to acquire the company at the price of CHF27.75 per share in cash, valuing the company at around $1.5bn. The bidder was later revealed to be Denmark’s DSV.
The board of the Switzerland-headquartered supply chain giant "carefully reviewed" the proposal with its legal and financial advisors and "unanimously concluded that the proposal is not in the best interest of the company and its shareholders".
CMA CGM, the world’s third largest container shipping group, is a major shareholder in CEVA with a 24.99% stake.
A statement by Switzerland stock exchange-listed company added that the board concluded that the proposal "significantly undervalues" CEVA’s prospects as a standalone company.
The statement cited that CEVA Logistics and strategic partner CMA CGM have been "exploring measures to enhance performance in order to unlock CEVA Logistics’ full potential".
It continued: "The unsolicited 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 CEVA board, at the request of 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.
The statement continued: "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 six months (other than an offer which is superior to another offer)."
The statement said that a further announcement will be made in due course, if and when appropriate.
Only last week, CEVA Logistics appointed CMA CGM’s Serge Corbel as its new chief financial officer (CFO), replacing Peter Waller who will pursue other career opportunities outside of the company.