CEVA stakeholder CMA CGM to provide “exit option” to other shareholders
25 / 10 / 2018
CEVA Logistics is to broaden the partnership with CMA CGM, its major shareholder and strategic partner.
As part of this initiative, CEVA Logistics will acquire the freight management business of CMA CGM.
The Board of CEVA Logistics has also agreed that CMA CGM can offer to buy shares in CEVA Logistics from existing shareholders at CHF30.00 per share. This is the same as the revised offer made by DSV in the last few days which was noted as providing CEVA shareholders with a premium of 60.4% to CEVA’s share price of CHF18.70 as of 1 October 2018.
In a statement, CEVA said: "The Board of Directors of CEVA Logistics unanimously believes that the partnership with CMA CGM will provide an attractive value proposition to shareholders in the mid and long term.
"CEVA Logistics and CMA CGM have agreed that CEVA Logistics will remain a listed company with an arm’s length business relationship with CMA CGM.
"CEVA Logistics and CMA CGM are convinced of the substantial growth and value creation potential of this joint industrial project and future strategic collaboration."
The statement contiinued: "The industrial project between CEVA Logistics and CMA will generate new commercial opportunities supported by an investment in digital transformation and further increased operational efficiency to deliver a strong and sustainable value creation to shareholders and customers.
"As part of the broadened partnership, CEVA Logistics has agreed to purchase CMA CGM’s freight management business at a price to be agreed upon (failing agreement to be determined by an independent appraisal) for cash or shares. CMA CGM’s freight management business is a highly synergetic addition to CEVA Logistics."
CEVA Logistics shareholders with a preference for a short term exit will be provided with an alternative of CHF 30.00 per share in cash.
This exit alternative will be provided in the form of a tender offer by CMA CGM which is open to all shareholders. CMA CGM is contractually obliged to formally publish the offer by means of a pre-announcement at the latest on 30 November 2018.
As a condition for CMA CGM agreeing to transfer to CEVA Logistics its freight management business and its obligation to offer an exit option to shareholders at CHF 30.00 per share, the Board of Directors of CEVA Logistics AG has agreed that CMA CGM’s tender obligation in case of a third party offer is waived with immediate effect, but shall be reinstalled if the offer of CMA CGM is not carried out as agreed.
CEVA Logistics will provide further details in connection with the announcement of its Q3 2018 results and in connection with the publication of its response statement (Board Report) to the tender offer prospectus by CMA CGM, setting out the details and financial impact of its new long-term business plan resulting from this partnership.