EQS-Adhoc: CEVA Logistics AG: Interim Results of Public Tender Offer Announced

EQS Group-Ad-hoc: CEVA Logistics AG / Key word(s): Delisting 
CEVA Logistics AG: Interim Results of Public Tender Offer Announced 
 
19-March-2019 / 07:00 CET/CEST 
Release of an ad hoc announcement pursuant to Art. 53 KR 
The issuer is solely responsible for the content of this announcement. 
 
*Baar, Switzerland 19 March, 2019 - On 28 January 2019, CMA CGM S.A. ("CMA 
CGM"), published a public tender offer (the "Offer") for all publicly held 
registered shares of CEVA Logistics AG ("CEVA"), at a price of CHF 30 net 
per share. Final settlement of the Offer is expected to occur on 16 April 
2019. The shares tendered into the Offer* during the initial offer period 
could, subject to settlement of the Offer and the acquisition of additional 
shares by CMA CGM, result in CMA CGM holding an aggregate of at least 
49,388,515 shares of CEVA corresponding to 89.47% of the share capital and 
voting rights of CEVA. CEVA acknowledges that CMA CGM is likely to hold, 
after settlement of the Offer, a percentage of the share capital and voting 
rights of CEVA that would allow CMA CGM to implement a squeeze-out. CEVA 
would therefore apply for a delisting of its shares from the SIX Swiss 
Exchange. Consequently, CEVA's Board of Directors has decided to recommend 
that remaining shareholders tender their shares during the upcoming 
additional offer period, which will commence on 20 March 2019 and close on 2 
April 2019. 
 
*Final Interim Results of the Public Tender Offer* 
During the initial offer period, which took place between 12 February, 2019 
and 13 March, 2019, a total of 21,475,325 CEVA shares were tendered into the 
Offer. Upon settlement of the Offer, this could result in CMA CGM holding at 
least 49,388,515 CEVA shares, corresponding to 89.47% of the share capital 
and voting rights of CEVA. This total includes the CEVA shares that CMA CGM 
holds directly and shares held by persons acting in concert with CMA CGM 
(i.e. 33% of CEVA's shares held directly by CMA CGM as well as 17.6% held by 
certain banks, which, subject to the receipt of certain regulatory 
approvals, could be obtained by CMA CGM through a total return swap and two 
forward share purchase agreements). 
 
*Squeeze-out and Delisting from the SIX Swiss Exchange* 
As described in the Offer prospectus, CMA CGM reserves the right to cause 
CEVA to apply for the delisting of CEVA's shares with the SIX Swiss Exchange 
and request the cancellation of non-tendered CEVA shares or implement a 
squeeze-out merger. Given the number of shares tendered in the initial Offer 
period, CMA CGM should likely hold after settlement of the Offer a 
percentage of the share capital and voting rights of CEVA that would allow 
CMA CGM to implement a squeeze-out and apply for a delisting of the CEVA's 
shares from the SIX Swiss Exchange. If delisting occurs, it would most 
likely occur concurrently with a squeeze-out, which would be expected to 
take place in the third quarter of 2019 once all stock exchange and other 
legal conditions are fulfilled. 
 
*Board Recommendation to Tender Shares* 
In light of the results of the initial offer period, CEVA's Board of 
Directors has decided to recommend that remaining shareholders tender their 
CEVA shares during the upcoming additional offer period, which will commence 
on 20 March, 2019 and close on 2 April, 2019. In addition, it is expected 
that members of the Company's Executive Board will tender their shares into 
the Offer and that shares held by CEVA's Board of Directors will be 
unblocked, so that members of the Board of Directors may tender their shares 
into the Offer. 
 
*Proposed Changes in Corporate Governance* 
It is expected that CEVA's Board of Directors will propose that Rodolphe 
Saadé, Chairman and CEO of CMA CGM, be elected as Chairman of the CEVA Board 
of Directors in the upcoming Annual General Meeting (AGM) on April 29, 2019, 
with Rolf Watter acting as Vice-chairman following the AGM. It is further 
expected that CMA CGM will retain three independent members of the Board of 
Directors of CEVA for the time being. 
 
*For additional information please contact: * 
 
*Investors:* 
Pierre Benaich 
SVP Investor Relations 
[e-mail] 
[phone] 
 
*Media:* 
Matthias Hochuli 
Group Head of Marketing and Communications 
[e-mail] 
[phone] 
 
Cathy Howe 
Pilot Marketing 
[e-mail] 
Tel: [phone] 
 
*CEVA - Making business flow* 
CEVA Logistics, a global asset-light third-party logistics company, designs 
and operates industry leading supply-chain solutions for large and 
medium-size national and multinational companies. Its integrated network in 
Freight Management and Contract Logistics spans more than 160 countries. 
Approximately 58,000 employees are dedicated to delivering effective 
solutions across a variety of industry sectors where CEVA applies its 
operational expertise to provide best-in-class services. CEVA generated 
revenue of US$ 7.4 billion and Adjusted EBITDA of US$ 260 million in 2018. 
CEVA Logistics is listed on SIX Swiss Exchange under ticker symbol CEVA. For 
more information, please visit www.cevalogistics.com. 
 
End of ad hoc announcement 
788847 19-March-2019 CET/CEST 
 
 

(END) Dow Jones Newswires

March 19, 2019 02:00 ET (06:00 GMT)