18 February 2019 I Deals and Cases

Bär & Karrer Advises CEVA Logistics in Connection with the Strengthening of the Strategic Partnership with CMA CGM and their Public Tender Offer

On 11 October 2018, the board of directors of CEVA Logistics AG announced that the Danish transport and logistic company DSV submitted a non-binding letter of interest with an indicative offer price of CHF 27.75 per CEVA share and that the board of directors of CEVA came to the conclusion that the offer was not in the best interest of the company and its shareholders. This was in particular because at that point in time, CEVA was already in discussions regarding an intensified cooperation with its main shareholder CMA CGM S.A., which shall exploit the full potential of CEVA.

Thereafter, DSV non-bindingly increased its offer to CHF 30 per CEVA share, but with press release dated 23 October 2018 announced that it had withdrawn its increased offer. In the meantime, CEVA and CMA CGM deepened their discussions regarding a strategic partnership and after negotiations on 24 October 2018 entered into a transaction agreement, in which the strategic partnership is regulated and in which CMA CGM, among others, agreed to sell its freight management activities to CEVA (CC log transaction) and to offer an exit alternative in the form of a public tender offer to CEVA shareholders who prefer a short-term exist. The respective pre-announcement was published on 26 November 2018 and the offer prospectus on 28 January 2019. The offer period began to run on 12 February 2019 and will presumably end on 12 March 2019. The CC log transaction will presumably be closed in the second quarter of 2019 after the settlement of the public tender offer.

Bär & Karrer advises CEVA in the defence of DSV and the transactions with CMA CGM S.A. The team of Bär & Karrer includes Dieter Dubs (Public M&A), Michael Trippel (Private M&A), Fabienne Perlini-Frehner (Public M&A), Silvio Grunder, Antonio Calvo, Arnaud Philippe, Alexander von Jeinsen, Nina Sauerwein, Diana Bellido Gomes, Valentina Eichin, Frédéric Mancosu (all Private M&A und Corporate) and Jonas Bornhauser (IP).