NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Company Announcement No. 768
On 13 May 2019 DSV A/S (“DSV”) published a public exchange offer for all publicly held registered shares of Panalpina Welttransport (Holding) AG (“Offer”).
Up to the expiration of the Extended Main Offer Period on 17 July 2019, 4:00 p.m. CEST, a total of 20,965,183 Panalpina Shares had been tendered into the Offer, corresponding to 88.27% of all 23,750,000 Panalpina Shares listed as of 17 July 2019, and that are the object of the Offer (success rate).
The additional acceptance period of ten trading days for the subsequent acceptance of the Offer has commenced on 24 July 2019 and is expected to run until 7 August, 4:00 p.m. CEST, in accordance with section B6 (Additional Acceptance Period) of the Offer Prospectus.
Shareholders holding their Panalpina Shares in a depository account who intend to accept the Offer during the Additional Acceptance Period are invited to proceed according to the instructions of their depositary bank.
On 31 July 2019, the last outstanding regulatory clearance required to settle the offer has been obtained. Against this background and subject to the satisfaction of the Offer Conditions (d) (Repeal of art. 5 para. 2 and art. 12 para. 2 of Panalpina's articles of association), (e) (Registration in the share register of Panalpina), (f) (Resignation and election of the members of the board of directors of Panalpina), (i) (Listing of DSV Shares), (j) (No adverse resolution of the shareholders' meeting of Panalpina), (k) (No prohibition) and (l) (No obligation to acquire or sell material assets or to incur or repay material indebtedness) which remain in effect as set forth in section B7.3 of the Offer Prospectus, the Settlement is expected to occur on or around 19 August 2019.
The provisional notice of the final result of the Offer is expected to be published by DSV on 8 August 2019.
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, shares in Panalpina, or an offer to sell, acquire or offer, or a solicitation to sell, acquire or offer shares in DSV. This announcement is not a substitute for the (i) Swiss offer prospectus or (ii) listing prospectus for new DSV shares ((i) to (ii) collectively, the “Offer Documents”). No offering of securities shall be made in the United States except 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 AND ALL OTHER RELEVANT DOCUMENTS THAT DSV OR PANALPINA HAS FILED OR MAY FILE WITH 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. Neither DSV nor Panalpina accepts or assumes any responsibility for any violation by any person of any such restrictions.