Monday, August 19, 2019

Two Freight Forwarding, Haulage and Logistics Groups Merge as Agreed

Share Swap Completed to Amalgamate Two Transport Giants
Shipping News Feature
DENMARK – SWITZERLAND – As expected the final stage of DSV's acquisition of Panalpina went through today (August 19) with the completion of the previously announced public exchange share offer. The deal sees Panalpina shareholders today receive 2.375 DSV shares (with a nominal value of DKK 1 per share) for each Panalpina share as the two freight forwarding, haulage and logistics groups combine.

With the conclusion of the settlement, the board of directors of Panalpina is now composed of Kurt Kokhauge Larsen (Chairman) Jens Bjørn Andersen, Jens H. Lund and Thomas Stig Plenborg (members). Simultaneously CEO Stefan Karlen, CFO Robert Erni and CHRO Karsten Breum have resigned from their respective positions.

The newly elected board has appointed Jens Bjørn Andersen as new CEO and Jens H. Lund as new CFO of Panalpina with immediate effect. Jens Bjørn Andersen and Jens H. Lund hold the similar positions in DSV A/S. The board has further resolved to downsize the Executive Board and to eliminate the position of Chief Human Resources Officer from it.

The board of directors made a point of thanking Stefan Karlen, Robert Erni and Karsten Breum for their long and loyal service to Panalpina, and in recent months for ‘being welcoming and constructive in preparing the business and employees for the upcoming integration with DSV’.

Stefan Karlen and Robert Erni will continue to serve as members of the integration committee, with Jens Bjørn Andersen and Jens H. Lund. The new Board took note of DSV's decision to initiate the court procedure to cancel the remaining 1.54% Panalpina shares in accordance with article 137 FMIA. The board has resolved today to delist the Panalpina shares from SIX Swiss Exchange. The board has also decided to request SIX Exchange Regulation to be released from certain publicity requirements.

In connection with the outstanding CHF 150 million bonds of Panalpina, the company currently expects that the change of control as a result of the acquisition of Panalpina shares by DSV will not trigger an investor put option under the terms of the Bonds absent any downgrading of DSV below BBB-. It is further intended that DSV will issue a guarantee for the payments under the Bonds in favour of the bondholders.