CEVA Logistics has issued a statement by the Board of Directors of CEVA Logistics AG which announces that it has received an unsolicited non-binding proposal to acquire the company at the price of CHF 27.75 per share in cash.
The Board of Directors of CEVA Logistics carefully reviewed the proposal with the support of its legal and financial advisors and unanimously concluded that the proposal is not in the best interest of the company and its shareholders.
Specifically, the Board of Directors concluded that the proposal significantly undervalues CEVA's prospects as a standalone company particularly as CEVA Logistics together with CMA CGM S.A. ("CMA CGM") as a strategic partner has been exploring measures to enhance performance.
The unsolicited proposal is therefore inadequate. Accordingly, the Board of Directors has decided to not engage on the basis of this unsolicited proposal.
Modification of stand-still agreement with CMA CGM: In light of the current circumstances, the Board of Directors on request of its major shareholder CMA CGM has agreed to modify the current stand-still agreement between CEVA Logistics and CMA CGM.
CMA CGM's duty to not increase its holding above the current 24.99% of the share capital until 5 November, 2018 has been amended to the effect that CMA-CGM is allowed to increase its holding up to one third of the voting rights of CEVA Logistics with immediate effect.
All other obligations of CMA CGM (as made public in the IPO prospectus) remain in place.
In particular, the obligation of CMA CGM to tender its shares into a public tender offer by a third party if recommended by the Board of Directors unless CMA CGM launches a superior offer.
In addition, CMA CGM has agreed, under certain conditions, to not launch or trigger an offer without the recommendation of the Board of Directors in the next 6 months (other than an offer which is superior to another offer).
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