Wednesday, February 27, 2019

Swiss Freight Forwarding and Logistics Outfit Answers Call for Extraordinary General Meeting  

Unsolicited Acquisition Bid Seems to Have Sparked Action

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Shipping News Feature SWITZERLAND – Much going on at freight forwarding and logistics outfit Panalpina following on from the unsolicited acquisition bid from Denmark's DSV. That bid was initially refused but a second improved offer was under consideration. Now there has been a call from former owner the Ernst Göhner Foundation (EGF) to implement a One Share-One Vote standard at an extraordinary shareholders' meeting to be held prior to the annual general meeting.

The Foundation lost its overall holding when Panalpina was floated on the Swiss stock exchange SWX in 2005, however the articles of association for the company saw the imposition of a 5% voting restriction. Since the Company’s IPO at that time, EGF was always admitted with all its shares in all shareholders' meetings on the basis that the 5% voting restriction did not apply as the EGF shares had been held prior to the introduction of the voting restriction (grandfathering).

The implementation of the One Share-One Vote standard would render the practice of the company exempting EGF from the 5% voting restriction obsolete. This, according to Panalpina’s board, would further enhance the Company's corporate governance and follows the company’s earlier decision to elect an independent Chairperson at the forthcoming ordinary shareholders meeting. Moreover the management believes it addresses the concerns raised by certain shareholders.

The Panalpina Board of Directors says it has agreed to the request for an EGM and will announce the formal invitation to the extraordinary shareholders' meeting in due course

In a letter addressed to Panalpina's Board of Directors, minority shareholder Cevian, the Swedish investment firm, had recently questioned the practice to fully admit EGF with all its voting rights at the Company's shareholders' meetings. Cevian took the position that the voting restriction of 5% must be applied to all shareholders and, hence the voting power of EGF must be reduced to 5%.

An ad hoc board of independent directors 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 ad hoc board.

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