DSV A/S (CPSE:DSV) made an offer to acquire Panalpina Welttransport (Holding) AG (SWX:PWTN) from Ernst Gohner Stiftung, Cevian Capital II Master Fund, L.P. managed by Cevian Capital II Gp Limited, clients of Artisan Partners Limited Partnership and others for CHF 4 billion on January 16, 2019. As reported, the consideration consists of 1.58 DSV shares and CHF 55 in cash for each Panalpina share. Ernst Göhner Foundation, Panalpina's largest shareholder representing approximately 46% of the total share capital, informed the Board of Directors that it does not support the current non-binding proposal from DSV.

DSV A/S made a revised offer to acquire Panalpina Welttransport (Holding) AG from Ernst Gohner Stiftung, Cevian Capital II Master Fund, L.P. managed by Cevian Capital II Gp Limited, clients of Artisan Partners Limited Partnership and others for CHF 4.3 billion on February 15, 2019. Pursuant to the terms of revised offer, DSV will pay CHF 180 per share in cash. DSV and Panalpina have reached an agreement on the terms and conditions of a combination by way of a public exchange offer to all Panalpina shareholders for CHF 4.6 billion on April 1, 2019. Pursuant to the public exchange offer, DSV will offer 2.375 DSV shares for each Panalpina share. Fractional DSV shares will be settled in cash. A thorough evaluation will be carried out with the aim to maintain relevant functions and competences in Switzerland. Following completion, DSV will propose to its shareholders, at an extraordinary general meeting to be convened, to change its name to “DSV Panalpina A/S”. DSV has undertaken to nominate and recommend to its shareholders that a candidate proposed by Ernst Göhner Foundation will be elected to the Board of Directors of DSV A/S. An integration committee comprising an equal number of Panalpina and DSV representatives will be established to oversee the integration process and ensure a fair treatment of all employees. In connection with the offer, the Board of Directors will propose at the Extraordinary General Meeting scheduled for July 16, 2019, the election of the following persons nominated by DSV A/S into the Board of Directors of Panalpina World Transport (Holding) AG with effect as of the settlement of the public exchange offer by DSV A/S: Kurt K. Larsen, as member and Chairman of the Board of Directors and Thomas Plenborg, Jens Bjørn Andersen and Jens H. Lund as members of the Board of Directors. Messrs Jens Bjørn Andersen und Jens H. Lund are proposed to be the members of the compensation committee, also with effect as of the settlement of the public exchange offer by DSV A/S. All current members of the Board of Directors of Panalpina World Transport (Holding) AG will resign with effect as of the settlement of the public exchange offer by DSV A/S.

The offer is subject to the satisfaction of customary conditions, including acceptance by 80% of all publicly held Panalpina shares (including the 69.9% shares already subject to an agreement to tender), receipt of all necessary regulatory approvals, approval of a capital increase at an extraordinary general meeting in DSV, shareholder approval, approval of a listing prospectus and admittance of the new DSV shares for trading at NASDAQ Copenhagen and effectiveness of a US Registration Statement. The Board of Directors of Panalpina recommends that Panalpina shareholders accept the offer. The offer already has the support of shareholders representing 69.9% of the registered shares of Panalpina, who have irrevocably agreed to tender their shares into the offer. On May 22, 2019, FTC granted early termination of antitrust approval waiting period. If the offeror holds between 90 to 98% of the shares it will request to cancel the offer for the remaining shares. As of May 27, 2019, the special authorization of the Board of Directors of DSV to increase the share capital of DSV AS up to nominally DKK 56.4 million in one or more stages to complete the voluntary public exchange offer for all shares of Panalpina Welttransport and the relevant amendment of the Articles of Association were approved. On July 29, 2019, the European Commission approved the acquisition. On August 6, 2019, all proposals of the Board of Directors, including the election of the new Board members were approved at the extraordinary general meeting of Panalpina Welttransport (Holding) AG held in connection with the public exchange offer. The main offer period for the offer is expected to commence in the end of May 2019 subsequent to offer materials being duly approved by regulatory bodies and to last until the end of June 2019 with a right to extend. The offer settlement and completion of the transaction are expected in fourth quarter of 2019. As of April 30, 2019, the transaction is expected to complete by the end of third quarter of 2019. The transaction is targeted to be EPS accretive (diluted and adjusted) in year 2 after settlement of the offer, and it is DSV's aspiration to lift the operating margin of the combined entity towards DSV's existing level. As of June 26, 2019, the extraordinary shareholders' meeting is now expected to take place on August 6, 2019. The offer period was extended from June 26, 2019 to July 17, 2019. As of July 17, 2019, 23.75 million Panalpina Shares, corresponding to 88.27% stake has been tendered into the offer. The additional acceptance period of 10 trading days for the subsequent acceptance of the offer will start on July 24, 2019 and prospectively run until August 7, 2019. As on August 8, 2019, as per the provisional notice of the final result, upon the expiration of the tender offer, a total of 23.270295 million Panalpina Shares have been tendered into the offer corresponding to 97.98% of all Panalpina Shares. Minimum acceptance level and Capital increase of DSV completed by July 23, 2019. Resignation and election of the members of the board of directors of Panalpina and merger clearances and other approvals condition is fulfilled by Panalpina since the end of the extended main offer period. Subject to the fulfilment of all offer conditions, the settlement is expected to occur on August 19, 2019.

JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to DSV A/S. Moalem Weitemeyer Bendtsen; Eric Stupp, Mariel Hoch, Fabienne Perlini, Florentin Weibel, Martin Peyer, Monika Maric, Thomas U. Reutter, Annette Weber, Susanne Schreiber, Mani Reinert and Laura Widmer of Bär & Karrer and Lorenzo Corte, Rita Sinkfield Belin, Brian Breheny, Adrian Deitz, Frederic Depoortere, Stephane Dionnet, Jonathan Gafni, Denis Klimentchenko, Nathan Mitchell, Matthew Richardson, Ivan Schlager, Evan Shepherd, Kenneth Schwartz, Scott Simpson, Christina Tomassini and Nick Wolfe of Skadden, Arps, Slate, Meagher & Flom acted as legal advisors to DSV. Daniel Daeniker, David Oser, Daniel Häusermann, Rafael Zemp, Marius Meier, Dilan Inkay, Joel Schmidt and Stefan Oesterhelt of Homburger acted as legal advisor to Ernst-Goehner Foundation. Rothschild & Co acted as financial advisor to Ernst Gohner Stiftung. Rothschild & Co acted as financial advisor to Ernst Gohner Stiftung. Martin Weber, Lorenzo Olgiati, Pascal Hubli, Christian Bonhôte, Karin Mülchi, David Mamane, Amalie Wijesundera, Eva Peter and Michael Hess of Schellenberg Wittmer acted as legal advisors to Panalpina. Bank Vontobel AG acted as the offer manager. KPMG AG, Schweiz, Corporate Finance Division acted as fairness opinion provider to Panalpina Welttransport (Holding) AG. UBS Group AG acted as the lead financial advisor to Panalpina as part of the transaction. Alantra acted as legal advisor for Cevian Capital. Markus Weber, Ansgar Rempp, Linda Hesse and Justin Huff of Jones Day acted as legal advisors to advised Panalpina Welttransport (Holding) AG. KPMG International Cooperative, Investment Bankign Arm provided fairness opinion to Panalpina Welttransport in the transaction.

DSV A/S (CPSE:DSV) completed the acquisition of Panalpina Welttransport (Holding) AG (SWX:PWTN) from Ernst Gohner Stiftung, Cevian Capital II Master Fund, L.P. managed by Cevian Capital II Gp Limited, clients of Artisan Partners Limited Partnership and others on August 13, 2019.