CMA CGM to propose a public offer to CEVA shareholders
The French liner company and the Swiss logistics company broaden their strategic partnership and sign a new relationship agreement
The French liner company CMA CGM and the Swiss logistics company CEVA broaden their strategic partnership and sign a new relationship agreement in the framework of a reinforced industrial project.
CMA CGM, which has been CEVA Logistics’ reference shareholder since its listing on the SIX stock exchange in May 2018, will allow of CEVA shareholders the opportunity to benefit from substantial value creation expected from this cooperation with a commitment to keep the CEVA shares listed.
This industrial cooperation has received the full support of CEVA Logistics’ board of directors and management while it preserves CEVA Logistics’ assets and identity.
The agreement signed between CMA CGM and CEVA also entails a removal of the drag along clause in the relationship agreement previously entered into and a voluntary public tender offer from CMA CGM, for a value of 30 CHF per share in cash, for the CEVA Logistics shareholders who wish to sell their shares despite the value creation potential from the industrial cooperation with CMA CGM, which will be pre-announced by November 30.
Meanwhile DSV officially announced to end its pursuit of CEVA Logistics after raising bid; the Danish group offered CHF 30 per share, but withdrew due to “unwillingness of CEVA board to engage directly with DSV at the price offered”
CEVA Logistics confirmed that its board of directors had “received a non-binding letter of interest with an indicative offer price of CHF 30 per share by DSV at the end of last week” adding: “The Board of Directors has been analysing, with the support of its advisors, diligently and seriously DSV’s proposal and engaged with the bidder to allow CEVA Logistics more time to review the new proposal. While the CEVA Logistics’ Board of Directors was considering all the options in the interest of the company and all the shareholders and stakeholders, it notes the withdrawal of DSV’s proposal.”
However, the offer led to a modification of a so-called “stand-still agreement” with CMA CGM that had limited the container line’s shareholding for the current time to below 25%.
CMA CGM’s duty to not increase its holding above the current 24.99% of the share capital until 5 November was amended to the effect that CMA-CGM was allowed to increase its holding up to one third of the voting rights of CEVA Logistics with immediate effect.
Shortly after this, CMA CGM had increased its stake in CEVA Logistics, with the French container carrier now owning a 33% stake in the company, and had also entered into a derivative transaction that gave it access to another 4.56% economic interest in the company’s share capital. With its 33% stake, CMA CGM now sits just under the limit where it would have to make a bid for the entire company. The derivative holding, however, means that it could push that stake beyond 33% should another bid be made, preventing a forced sale of its holding. CMA CGM believes it is able to generate commercial opportunities for CEVA from customers looking for more integrated end-to-end offers.