Panalpina shareholder battle continues with voting right dispute
27 / 02 / 2019
Panalpina’s second largest investor has hit out at plans to change shareholder voting rules as the battle to control the future of the forwarder continues.
Earlier this week majority holder, Ernst Göhner Foundation (EGF), which holds around 46% of the company, submitted a request a request that the company change to a one share–one vote standard, lifting a 5% voting restriction on shareholders – although this limit does not apply to EGF itself because of its grandfather rights.
However, Cevian Capital, which has a 12.3% stake and previously wrote to Panalpina to complain about the existing voting setup, told Reuters that the move to abolish the limit would “harm the interests of all minority shareholders and stakeholders”. Instead it would like the 5% limit to also apply to EGF.
“The last few years have shown that EGF has not exercised its controlling position in a responsible manner,” Cevian said.
EGF said it had decided to submit the change to voting rights in order to enhance the company’s corporate governance.
It added that Cevian’s criticism of the move shows that it is “only concerned with its own interests and wants to push these through ruthlessly”.
The dispute over voting rights comes as the future of the forwarder hangs in balance, with shareholders seemingly in disagreement over whether the company should be sold or remain as a standalone company.
There is an offer on the table worth SFr180 per share from Danish forwarder DSV, which seems to have the backing of Cevian. Another shareholder, Artisan Partners, said the offer deserves serious consideration.
Meanwhile, Panalpina has also opened negotiations with Kuwait-headquartered Agility over a possible merger, with suggestions that EGF is in favour of this deal.
Voting rights are central to Panalpina’s future – under a one share-one vote scheme EGF would have 46% of voting rights. If its voting power were to be reduced to 5%, its control would be limited and smaller shareholders would wield greater influence.
An extraordinary shareholders’ meeting has been called to discuss the voting change proposed by EGF prior to the annual general meeting.
Also, an ad hoc board of independent directors (BoiD) consisting of five directors (without representatives of EGF and Cevian) and chaired by Thomas E. Kern, is currently evaluating the situation based on expert opinions submitted by each of EGF and Cevian and based on independent expert advice obtained by the BoiD.