Baar, Switzerland, 28 January 2019 – CMA CGM on 26 November 2018 announced a public tender offer for all publicly held registered shares of CEVA Logistics AG, Baar, Switzerland («CEVA») with a nominal value of CHF 0.10 each. Today, CMA CGM has published its prospectus for the Public Tender Offer on CEVA shares with an offer price of CHF 30 per share. Based on a comprehensive review of the revised business plan for the period up to 2023 developed with external advisors and based on an independent financial opinion the Board of Directors, with the exception of two conflicted members, came unanimously to the conclusion not to recommend to CEVA’s shareholders to tender their shares into the offer. The valuation of the revised business plan indicates a midpoint value of CHF 40 per share, well above the share price of CHF 30 offered by CMA CGM.
While the Board of Directors concluded that the offer price of CHF 30 per CEVA share is reasonable from a financial perspective and that the Offer provides a fair exit opportunity for shareholders who wish to receive cash for their CEVA shares, it makes its recommendation in the belief that shareholders could realize a higher value with their continuing investment, due to:
– the growth potential inherent in the CEVA business,
– the effects of the acquisition of the freight management business of CMA CGM
– the strategic partnership between CEVA and CMA CGM.
The key financial highlights of the business plan are the ones disclosed in the announcement of the Public Tender Offer on 26 November 2018:
– CEVA’s 2021 revenue target above US$9bn, reflecting a 5% average annual organic growth as well as including the contribution of CMA CGM Logistics of US$630 million
– Stronger footprint in Ocean Freight Management
– Expectations on Adjusted EBITDA raised from US$380 million in 2017 to US$470-490 million in 2021
– Intensified business relationship with CMA CGM while keeping an arm’s length relationship.
“The Board of Directors, with the support of independent external advisors challenged the new business plan, has validated it and fully trusts CEVA’s management team in its capability to successfully execute the plan. For those reasons, management and the Board will not tender the shares and do not recommend shareholders to tender either.” says Rolf Watter, Chairman of the Board of CEVA.
Xavier Urbain, CEO of CEVA, adds: “I am proud to be putting the whole organization on track to accelerate our transformation and turnaround action plan in the next three years and beyond. This can be achieved by a combination of our commercial and sales focus, cross selling with CMA CGM customers, our own productivity actions, the integration of CMA CGM Logistics within CEVA and sharing resources with CMA CGM in the field of non-strategic procurement and administrative functions.”