Baar, Switzerland, 13 August, 2018 - CEVA Logistics AG ("CEVA"), one of the leading asset-light third-party logistics providers, announces that the CHF 378,945,215 of CEVA mandatory convertible securities held by CMA CGM S.A. ("CMA CGM") will convert into ordinary shares of CEVA today following an exemption granted by the Swiss Takeover Board. Following conversion, CEVA's share capital will consist of 55,141,363 registered shares of which 25.04% aggregated together will be held by CMA CGM and directly by members of the Saadé family who are controlling CMA CGM.
CMA CGM received all necessary regulatory approvals for a conversion of the convertible securities in July. On 9 August 2018, the Swiss Takeover Board (the "TOB") granted an exemption as published below, to CMA CGM and its controlling beneficial owners, from the obligation to make a public takeover offer to the shareholders of CEVA in connection with the conversion of the convertible securities. In light of this decision of the TOB, the parties have agreed to permit the conversion to occur today.
The unofficial translation of the operative provisions of the ruling of the TOB of 9 August, 2018, which was rendered in German, reads as follows:
The Takeover Board decrees:
1. Rodolphe Saadé, Tanya Saadé Zeenny, Jacques Junior Saadé and CMA CGM S.A. are exempted from the obligation to make a public takeover offer to the shareholders of CEVA Logistics AG as a result of the conversion of Mandatory Convertible Securities in an amount of CHF 378'945'215 into 13'779'826 new shares of CEVA Logistics AG. This exemption from the offer obligation is granted under the condition that the registration of the new shares of CEVA Logistics AG with the Commercial Register occurs within three months following the creation of the shares.
2. CEVA Logistics AG is obliged to publish this ruling's operative provisions as well as a reference to the objection right for qualified shareholders in accordance with art. 6 and 7 of the Ordinance of the Takeover Board on Public Takeover Offers.
3. This ruling will be published on the website of the Takeover Board on the day of the publication according to para. 2 above by CEVA Logistics AG.
4. The fee to be borne by Rodolphe Saadé, Tanya Saadé Zeenny, Jacques Junior Saadé and CMA CGM S.A., with joint and several liability, amounts to CHF 20,000.
Objection (art. 58 of the Ordinance of the Takeover Board on Public Takeover Offers ["TOO"], SR 954.195.1):
A shareholder providing evidence of holding at least three percent of the voting rights in the offeree company, irrespective of whether they are exercisable (qualified shareholder, art. 56 TOO) and who, so far, has not participated in the proceedings, can file an objection against this ruling. The objection has to be filed with the Takeover Board within five trading days following publication of this ruling. It has to contain a formal request and a summary of the legal grounds as well as proof of the holding in accordance with art. 56 para. 3 and 4 TOO (art. 58 para. 3 TOO).
In accordance with Swiss law, this press release is also published in German and French.