DSV sets out its Offer Prospectus on Panalpina takeover

Denmark-headquartered DSV has laid out terms associated with its takeover of Panalpina in a document known as an Offer Prospectus.

In it, DSV confirms that it intends to obtain full (100%) control of Panalpina.

Following the successful completion of the takeover, the prospectus explains that, “DSV plans to commence the integration process and intends to combine the businesses of Panalpina with DSV in order to realise the synergies and potential of a combined company”.

The document continues: “DSV intends to join forces with existing management, employees and all relevant stakeholders to create value and for the combined company to be better positioned to provide an enhanced value proposition to customers.”

Adding: “The combination of DSV and Panalpina provides for the possibility to realise synergies as a result of similarities in business models, services and strategies.

“It is the aspiration to lift the operating margin of the combined company towards DSV’s existing level.”

In order to realise all possible synergies, DSV’s plan is to establish an ‘integration committee’ comprising of two representatives of both DSV and Panalpina.

DSV will chair the integration committee and will have the casting vote on any decisions.

The integration committee is to oversee the integration process and “create an evaluation framework to be applied for the nomination of regional and country management and specialist functions”.

At the top, the Offer Prospectus confirms that DSV “intends to replace the members of the board of directors of Panalpina”.

All incumbent members of Panalpina’s board of directors are to resign from their functions on the board of directors of Panalpina and of any of its subsidiaries upon settlement of the deal.

A new board will then be selected following an extraordinary shareholders’ meeting.

Subject to the performance of a thorough review, DSV has confirmed that it undertakes to “potentially maintain”, after settlement of the deal, Panalpina’s Air & Sea forwarding operation in Switzerland and other competences in the country.

DSV has agreed to pay to Panalpina CHF20m as a lump sum cost reimbursement if its shareholding purchase offer is not successful or does not become unconditional as a result of DSV’s impending general shareholders’ meeting (scheduled for 27 May) not approving the capital increase required in connection with the deal.

If, as expected, the deal is successful implemented, the Offer Prospectus asserts that the combined DSV-Panalpina enterprise will become one of the world’s largest transport and logistics companies with a combined revenue of approximately DKK118bn and a combined workforce of more than 60,000 employees, thereby “presenting a strong global network and enhanced service offering to the DSV-Panalpina clients”.