大结局!46亿美元!DSV合并泛亚班拿!改名DSV Panalpina A/S!将改变行业格局!
前情回顾
刚刚, DSV公告Panalpina and DSV agree to join forces
DSV A/S已达成收购Panalpinar的协议,更新的报价获得了最大股东Ernst Göhner Foundation的支持。
Pursuant to the Public Exchange Offer, DSV will offer 2.375 DSV shares
(with a nominal value of DKK 1 per share) for one Panalpina share (the
“Exchange Ratio”). Fractional DSV shares will be settled in cash. Based
on the DSV closing price of DKK 550.4 and an exchange rate of DKK 1.00 =
CHF 0.1498 as of 29 March 2019, the Exchange Offer equals an implied
offer price of CHF 195.8 for each Panalpina share.
最航运计算最终估值达46.5亿美元。
根据 2017财年全球货运代理25强 DSV收购Panalpina后,综合排名将超越DB Schenker进入前三,接近德迅规模,空运超越德迅,改变行业格局,员工超60000员,营业收入超1180亿丹麦丹麦克朗的运输与物流宏大共同体。
两家合并成功后将改名为DSV Panalpina A/S 以保持两家公司悠久、丰富的历史品牌底蕴,预期产生以下协同效应。
- Unique customer relationships and vertical expertise
- Operational excellence and efficiency ‘DNA’
- Commercial synergies and cross-selling opportunities from stronger network and service offerings, new competencies and skills
- Consolidation of operations, administration and logistics facilities
- Consolidation of IT infrastructure
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DSV公告全文
April 1, 2019 at 1:16 AM EDT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN
OR INTO AUSTRALIA, OR JAPAN OR INTO ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Company Announcement No. 741
DSV
A/S ("DSV") is pleased to announce an all share voluntary public
exchange offer for all publicly held shares of Panalpina (the “Public
Exchange Offer”).
DSV and Panalpina have reached
an agreement on the terms and conditions of a combination by way of a
Public Exchange Offer to all Panalpina shareholders. The board of
directors of Panalpina recommends that Panalpina shareholders accept the
Public Exchange Offer. The Public Exchange Offer already has the
support of shareholders representing 69.9% of the registered shares of
Panalpina, who have irrevocably agreed to tender their shares into the
Public Exchange Offer. This includes Panalpina’s largest shareholder,
Ernst Göhner Foundation and Cevian and Artisan*.
Pursuant to
the Public Exchange Offer, DSV will offer 2.375 DSV shares (with a
nominal value of DKK 1 per share) for one Panalpina share (the “Exchange
Ratio”). Fractional DSV shares will be settled in cash. Based on the
DSV closing price of DKK 550.4 and an exchange rate of DKK 1.00 = CHF
0.1498 as of 29 March 2019, the Exchange Offer equals an implied offer
price of CHF 195.8 for each Panalpina share.
The transaction has
an enterprise value of approximately CHF 4.6 billion corresponding to
DKK 30.5 billion on the basis of the closing price of DSV prior to the
date of this announcement and the DKK-CHF exchange rate published by
Bloomberg at 4pm GMT on 29 March 2019, the last trading day on NASDAQ
Copenhagen prior to the date of this announcement.
Using the
closing price of DSV prior to the date of this announcement, the
Exchange Ratio represents a premium of approximately 43% to the
on-exchange closing price of Panalpina shares on SIX of CHF 137 on 15
January 2019, the day before DSV’s initial proposal was published.
If
the Exchange Offer is successful, DSV and Panalpina will become one of
the world’s largest transport and logistics companies with a combined
pro forma revenue of approximately DKK 118 billion and a combined
workforce of more than 60,000 employees.
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.
Following completion, DSV will
propose to its shareholders, at an extraordinary general meeting to be
convened, to change its name to “DSV Panalpina A/S”, which reflects the
long, rich history of both companies.
Subject to fiduciary
duties, DSV has agreed with the board of directors of Panalpina to
propose a dividend policy with a pay-out ratio to DSV’s shareholders of
approximately 15% of the net profit.
*) Artisan Partners Limited
Partnership, acting as investment adviser to and on behalf of its
clients in its International Value Strategy
Peter Ulber, Chairman of the Board of Panalpina, comments:
"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. 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. We are now looking forward to join forces with DSV and contribute to creating one of the world’s largest transport and logistics companies. Our customers will be able to benefit from a stronger network and service offering as well as new competencies and skills."
Kurt Larsen, Chairman of the Board of DSV, comments:
"A combination of DSV and Panalpina further strengthens our position as a leading global freight forwarding company. Together, we can present a strong global network and enhanced service offering to our clients, further solidifying our competitive edge in the industry. It’s a great match on all parameters. Panalpina is a great company and we’re very excited by this possibility to join forces and to welcome Panalpina’s talented staff”.
"A combination of DSV and Panalpina further strengthens our position as a leading global freight forwarding company. Together, we can present a strong global network and enhanced service offering to our clients, further solidifying our competitive edge in the industry. It’s a great match on all parameters. Panalpina is a great company and we’re very excited by this possibility to join forces and to welcome Panalpina’s talented staff”.
Ernst Göhner Foundation to become DSVs largest shareholder
Ernst Göhner Foundation, Panalpina’s largest shareholder with a 46% stake, has agreed with DSV to tender all of its shares in the Public Exchange Offer pre-announced today.
Ernst Göhner Foundation, Panalpina’s largest shareholder with a 46% stake, has agreed with DSV to tender all of its shares in the Public Exchange Offer pre-announced today.
At completion of the transaction
Ernst Göhner Foundation is expected to become the largest shareholder of
DSV with a holding of approximately 11% 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.
Thomas A. Gutzwiller, Member of the
Board of Trustees and Chairman of the independent Panalpina Committee of
Ernst Göhner Foundation, comments
:
"In view of the ongoing
industry consolidation and resulting opportunities and risks, we have
carefully considered various options for Panalpina with an open mind.
Our Board of Trustees unanimously concluded that the proposed
combination under the umbrella of DSV provides the best opportunities
for Panalpina to meet future market challenges from a position of
strength and to create value for all stakeholders. As an entrepreneurial
foundation with a philanthropic purpose, we feel very comfortable with
the announced solution both in terms of quality and security as well as
earnings potential. In this spirit of continuity Ernst Göhner Foundation
looks forward to supporting DSV Panalpina as the largest shareholder."
Transaction overview
- Exchange ratio of 2.375 DSV shares (with a nominal value of DKK 1 per share) for one Panalpina share
- Transaction multiple: 28.1x reported 2018 EV/EBITDA multiple (pre-IFRS 16) of the Panalpina group calculated on the basis set out above
- The main offer period for the Public Exchange Offer is expected to commence in the end of May 2019 subsequent to Public Exchange Offer materials being duly approved by regulatory bodies and to last until the end of June 2019 with a right to extend
- Assuming that the Public Exchange Offer is accepted by all Panalpina shareholders, DSV will issue an aggregate of approximately 56 million DSV shares equivalent to approximately 23% of the enlarged share capital of DSV as consideration in the Public Exchange Offer
- The Public Exchange Offer is subject to the satisfaction of customary conditions, including acceptance by 80% of all publicly held Panalpina shares (including the 69.9% shares already subject to an agreement to tender), receipt of all necessary regulatory approvals, approval of a capital increase at an extraordinary general meeting in DSV, approval of a listing prospectus and admittance of the new DSV shares for trading at NASDAQ Copenhagen and effectiveness of a US Registration Statement
- Public Exchange Offer settlement and completion of the transaction are expected in Q4 2019
A
summary of the material terms and conditions of the transaction
agreement entered into between DSV and Panalpina in relation to the
Public Exchange Offer will be part of DSV's listing prospectus, which is
expected to be published towards the end of Q2 2019 and will be
available, together with other Public Exchange Offer documents as
required by law, at investor.dsv.com.
J.P. Morgan is acting as
DSV’s exclusive financial advisor. Bär & Karrer, Moalem Weitemeyer
Bendtsen and Skadden Arps Slate Meagher & Flom are serving as legal
advisors to DSV.
Strategic rationale
Acquisitions are an integral part of DSV's strategy, and DSV has a track record of successful integrations. The combination with Panalpina is expected to increase DSV's annual revenue by close to 50%, which will rank the combined companies in the industry top four with a pro forma revenue of approximately DKK 118 billion and a combined workforce of more than 60,000 employees. The combined company will have own operations in more than 90 countries.
Acquisitions are an integral part of DSV's strategy, and DSV has a track record of successful integrations. The combination with Panalpina is expected to increase DSV's annual revenue by close to 50%, which will rank the combined companies in the industry top four with a pro forma revenue of approximately DKK 118 billion and a combined workforce of more than 60,000 employees. The combined company will have own operations in more than 90 countries.
Scale remains one of the key competitive advantages in freight forwarding with significant operational and commercial benefits.
The
Air & Sea division will be substantially strengthened and will be
among the largest providers globally with close to 3 million containers
(TEU’s) and more than 1.5 million tonnes of air freight transported
yearly.
Contract logistics capabilities are increasingly
important due to complex supply chains and changing distribution
channels. The Solutions division will be strengthened and Panalpina will
bring additional warehousing capacity of more than 500,000 square
metres.
DSV’s road network will be a strong addition to Panalpina’s existing service offering.
The combination will increase DSV’s exposure to APAC and the Americas thereby further balancing DSV’s geographical footprint.
DSV
and Panalpina is a strong match with many potential synergies as a
result of similarities in business models, services and strategies:
- Unique customer relationships and vertical expertise
- Operational excellence and efficiency ‘DNA’
- Commercial synergies and cross-selling opportunities from stronger network and service offerings, new competencies and skills
- Consolidation of operations, administration and logistics facilities
- Consolidation of IT infrastructure
It
is the target for the transaction to be EPS accretive (diluted and
adjusted) in year 2 after settlement of the Public Exchange Offer, and
it is DSV’s aspiration to lift the operating margin of the combined
entity towards DSV's existing level.
Following settlement of the
Public Exchange Offer, further details on the impact of the acquisition
will be communicated. This will include estimates of synergies and
integration costs as well as an update on the financial outlook and
financial targets.
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