CEVA Logistics' Board of Directors does not recommend that shareholders tender shares, as valuation based on independent review of revised business plan indicates midpoint value significantly above offered price.
Baar, Switzerland, 28 January 2019 - CMA CGM S.A., Marseille, France (CMA CGM), on 26 November 2018 announced a public tender offer for all publicly held registered shares of CEVA Logistics AG, Baar, Switzerland («CEVA») with a nominal value of CHF 0.10 each. Today, CMA CGM has published its prospectus for the Public Tender Offer on CEVA shares with an offer price of CHF 30 per share. Based on a comprehensive review of the revised business plan for the period up to 2023 developped with external advisors and based on an independent financial opinion the Board of Directors, with the exception of two conflicted members, came unanimously to the conclusion not to recommend to CEVA's shareholders to tender their shares into the offer. The valuation of the revised business plan indicates a midpoint value of CHF 40 per share, well above the share price of CHF 30 offered by CMA CGM.
While the Board of Directors concluded that the offer price of CHF 30 per CEVA share is reasonable from a financial perspective and that the Offer provides a fair exit opportunity for shareholders who wish to receive cash for their CEVA shares, it makes its recommendation in the belief that shareholders could realize a higher value with their continuing investment, due to:
The key financial highlights of the business plan are the ones disclosed in the announcement of the Public Tender Offer on 26 November 2018:
"The Board of Directors, with the support of independent external advisors challenged the new business plan, has validated it and fully trusts CEVA's management team in its capability to successfully execute the plan. For those reasons, management and the Board will not tender the shares and do not recommend shareholders to tender either." says Rolf Watter, Chairman of the Board of CEVA.
Xavier Urbain, CEO of CEVA, adds: "I am proud to be putting the whole organization on track to accelerate our transformation and turnaround action plan in the next three years and beyond. This can be achieved by a combination of our commercial and sales focus, cross selling with CMA CGM customers, our own productivity actions, the integration of CMA CGM Logistics within CEVA and sharing resources with CMA CGM in the field of non-strategic procurement and administrative functions."
The strategic partnership between CMA CGM and CEVA is aimed to offer end-to-end logistics solutions to each partner's customers, pioneering the development of integrated logistics solutions, while retaining an arm's length business relationship between the partners. CMA CGM plans to keep CEVA as an independently listed company with a significant free float on SIX Swiss Exchange.
If CMA CGM holds more than 50% of the voting rights or issued share capital of CEVA, this triggers a "change of control" under the agreements governing a significant portion of CEVA's debt. As a consequence, CEVA is actively working on new financing solutions, most of which are well advanced.
CEVA has agreed on 31 December 2018, subject to the settlement of the Offer and receipt of necessary regulatory approvals sought in connection with the Offer, to acquire CMA CGM's freight management activities for a total consideration (cash free/debt free) of US$105 million, with 100% of the consideration being paid in cash in February 2020. Closing of the CMA CGM Logistics transaction is expected to be completed in the second quarter of 2019.
CMA CGM has published on 28 January 2019 its prospectus for the Public Tender Offer on CEVA shares. Post settlement of the offer, CEVA expects to acquire CMA CGM Logistics from CMA CGM. It is CEVA's and CMA CGM's objective to maintain the CEVA share listing on the SIX Swiss Exchange with a significant free float, with governance principles in line with best practices for Swiss listed companies. The entire Public Tender Offer process is expected to close in Mid -April 2019.
Marvin O. Schlanger informed the Board of Directors that he will not stand for re-election at the ordinary shareholders' meeting in 2019. The company currently has no knowledge about the intention of CMA CGM with respect to the reelection of the remaining five independent directors except that the Board of Directors of CEVA will continue to have, as agreed, at least three members independent from CMA CGM.