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Company Announcement No. 744
Selected financial and operating data for the period 1 January - 31 March 2019
|(DKKm)||Q1 2019||Q1 2018 excl. IFRS 16|
|Operating profit before special items||1,454||1,156|
|Profit after tax||963||769|
|Adjusted earnings for the period||993||786|
|Adjusted free cash flow||540||448|
|Diluted adjusted earnings per share of DKK 1 for the last 12 months||23.4||18.4|
Jens Bjørn Andersen, Group CEO: ” We delivered strong results in Q1 2019, with healthy top-line growth across all divisions and a 15% underlying growth in EBIT. As previously announced, we have entered into an agreement to join forces with Panalpina and we expect that this transaction will close end Q3 this year. We are very much looking forward to teaming up with Panalpina, and while preparing for the integration, we are focused on delivering good customer service and managing the day to day operations. Our Q1 report is a clear testament to this.”
The financial performance for Q1 2019 fully lived up to the expectations for 2019 originally published. However, to facilitate the listing of new shares for the Exchange Offer to the shareholders of Panalpina, DSV withdraws its outlook for 2019 effective as of today. We expect to publish a new financial outlook once the combination with Panalpina is completed.
A separate company announcement about the launch of a new six-month share buyback programme of up to DKK 3,500 million will be issued today.
Tina Hindsbo, tel. +45 43 20 36 63, email@example.com
This announcement contains forward-looking statements that reflect DSV’s current expectations and views of future events. Some of these forward-looking statements can be identified by terms and phrases such as “estimate,” “expect,” “target,” “plan,” “project,” “will” and similar expressions. These forward-looking statements include statements relating to: the expected characteristics of the combined company; expected ownership of the combined company by EGS; expected financial results and characteristics of the combined company; expected timing of the launch and closing of the proposed transaction and satisfaction of conditions precedent, including regulatory conditions; and the expected benefits of the proposed transaction, including related synergies. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. These forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. Risks and uncertainties include: the ability of DSV to integrate Panalpina into DSV’s operations; the performance of the global economy; the capacity for growth in internet and technology usage; the consolidation and convergence of the industry, its suppliers and its customers; the effect of changes in governmental regulations; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers; and the impact on the combined company (after giving effect to the proposed transaction with Panalpina) of any of the foregoing risks or forward-looking statements, as well as other risk factors listed from time to time in DSV’s and Panalpina’s public disclosures.
The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere, including the risk factors included in any public disclosures of DSV or Panalpina. Any forward-looking statements made in this announcement are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realised or, even if substantially realised, that they will have the expected consequences to, or effects on, us or our business or operations. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
IMPORTANT ADDITIONAL INFORMATION
This announcement does not constitute or form part of any offer to exchange or acquire, or a solicitation of an offer to exchange or acquire, Panalpina shares. This announcement is not a substitute for the (i) Swiss offer prospectus, (ii) listing prospectus for new DSV shares or (iii) the preliminary prospectus / offer to exchange expected to be included in the Registration Statement on Form F-4 (the "Registration Statement") to be filed with the SEC if a vendor placement is not implemented with respect to the holders of the Panalpina Shares who are located in the United States and are not qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933(the “Securities Act”)) ((i) to (iii) collectively, the “Offer Documents”). The Exchange Offer referenced in this announcement has not yet commenced. No offering of securities shall be made in the United States except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or pursuant to a vendor placement or another applicable exception from the registration requirements pursuant to the U.S. securities laws.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE OFFER DOCUMENTS (INCLUDING, IF FILED, THE REGISTRATION STATEMENT) AND ALL OTHER RELEVANT DOCUMENTS THAT DSV OR PANALPINA HAS FILED OR MAY FILE WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY SWISS OR DANISH REGULATOR WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
The information contained in this announcement must not be published, released or distributed, directly or indirectly, in any jurisdiction where the publication, release or distribution of such information is restricted by laws or regulations. Therefore, persons in such jurisdictions into which these materials are published, released or distributed must inform themselves about and comply with such laws or regulations. DSV does not accept any responsibility for any violation by any person of any such restrictions.