CEVA Logistics prices its IPO at CHF 27.50 per share and lists on SIX Swiss Exchange
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. NEITHER THESE MATERIALS NOR THE INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER FOR SALE OF ANY SECURITY
THIS NEWS RELEASE DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. THE SECURITIES OF CEVA LOGISTICS AG HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT OF 1933, AS AMENDED. THERE WILL BE NO PUBLIC OFFER OF THESE SECURITIES IN THE UNITED STATES.
Baar, Switzerland, 3 May, 2018 – Commenting on today’s announcement, Xavier Urbain, CEO of CEVA Logistics AG (“CEVA” or the “Company”), said: “Driven by a new leadership team, CEVA has strengthened its position among the global third-party logistics providers. After a successful transformation, we are opening a new chapter for CEVA through the IPO, with a deleveraged balance sheet and a broader shareholder base. We welcome CMA-CGM as a significant future shareholder and expect the partnership to deliver innovative solutions to our customers. Together with our 56,000 staff, our management is committed to further improving our profitability and deliver returns to our new shareholders.”
Commenting on the listing on SIX Swiss Exchange, Rolf Watter, Chairman of the Board of CEVA, said: “We are delighted with the successful IPO of CEVA. We welcome our new shareholders and look forward to implementing our strategy together.”
The bank syndicate placed 29,856,537 newly issued registered shares in the IPO generating gross proceeds of CHF 821 million. Together with proceeds of CHF 379 million from the CMA-CGM Investment, the total gross proceeds of CHF 1.2 billion plus the potential over-allotment option will be used to deleverage CEVA, further enhancing strategic flexibility and providing access to additional growth opportunities with existing and new clients.
CEVA has granted the Joint Global Coordinators an over-allotment option of up to 2,512,671 newly issued registered shares, exercisable within 30 calendar days after the first day of trading on SIX Swiss Exchange. If the over-allotment option is exercised in full, the placement volume of the IPO will be CHF 890 million and the total market capitalisation of CEVA will be CHF 1.6 billion .
CMA-CGM, the third largest container shipping group in the world, has committed to make a strategic cornerstone investment in the Company. CMA-CGM will purchase CHF 379 million of mandatory convertible securities in a private placement settled simultaneously with the IPO, resulting in an ownership of 24.99% in CEVA’s entire issued and outstanding share capital, prior to any exercise of the over-allotment option. The mandatory convertible instrument will replicate all material features of a registered share in CEVA other than voting rights, and shall mandatorily convert, at the IPO price, to registered shares once certain regulatory approvals have been obtained.
In addition to CMA-CGM’s investment in CEVA, CMA-CGM and CEVA plan to work together to expand their commercial co-operation and to develop complementary services which address the increasing customer need for integrated end-to-end solutions and one-stop shop providers. CMA-CGM and CEVA believe that there are a number of areas where such co-operation could create significant value to customers and would be mutually beneficial to both.
CMA-CGM has entered into a lock-up agreement for one year following the IPO and has agreed not to increase its shareholding in CEVA for six months post IPO. If a third party submits a takeover offer for CEVA and the offer is recommended by CEVA’s Board of Directors, CMA-CGM has agreed to either tender its shares in-line with the Board’s recommendation or to submit a superior offer.
After the listing and taking into account conversion of the CMA-CGM securities and pre over-allotment option, the free float will amount to approximately 60% of the share capital. The three principal shareholders of CEVA prior to the IPO (investment funds or accounts managed by affiliates of Capital Research and Management Company, Franklin Advisors, Inc. and Apollo Global Management LLC) will collectively hold approximately 15% of the share capital and the management will hold approximately 0.1% of the share capital. The three principal shareholders have agreed to a lock-up period of 180 days, the Company has committed to a lock-up period of 360 days and the members of the Board of Directors and the members of the Group Executive Board have committed to a lock-up period of 360 days from the first day of trading (in each case, subject to customary exceptions).
Effective today, CEVA Holdings LLC will be merged into CEVA Logistics AG, domiciled in Baar, Switzerland, which will become the holding company of all CEVA businesses worldwide.
1 Excluding the over-allotment option and including the concurrent private placement of mandatory convertible securities to CMA-CGM Group (the “CMA-CGM Investment”).
2 Calculated on an as-converted basis as CMA-CGM has purchased mandatory convertible securities.
This news release is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This news release does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. CEVA Logistics AG shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of these securities in the United States.
The CEVA Logistics AG shares have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the CEVA Logistics AG shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
As regards the United Kingdom, this news release is being distributed for information purposes only and its distribution is not, nor is it intended to be, a communication of an invitation or inducement to engage in investment activity or an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. Without prejudice to the foregoing, this news release, and any other material related thereto, is only being distributed to and is only directed at (i) persons who are outside the United Kingdom, or (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (e) of the Order, or (iv) persons falling within article 43 of the Order, or (v) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended, in connection with the issue or sale of shares of CEVA Logistics AG as shall be described in the offering and listing prospectus published by CEVA Logistics AG for that purpose) may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this news release or any of its contents.
This news release does not constitute an “offer of securities to the public” within the meaning of Directive 2003/71/EC of the European Union, as amended (the “Prospectus Directive”) of the securities referred to herein in any member state of the European Economic Area (the “EEA”). Any offers of securities referred to in this news release to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the securities. In any EEA member state that has implemented the Prospectus Directive, this document is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive, i.e., only to investors who can receive the offer without an approved prospectus in such EEA member state.
Credit Suisse AG, Morgan Stanley & Co. International plc, Deutsche Bank AG, London Branch, UBS AG, Joh. Berenberg, Gossler & Co. KG, HSBC Bank plc and Bank Vontobel AG (together, the "Managers") and their respective affiliates are acting exclusively for the Company and no one else in connection with the offering. The Managers will not regard any other person as their respective clients in relation to the offering and will neither be responsible for providing the protections afforded to clients nor for providing advice in relation to the IPO, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Neither the Managers nor any of their respective affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of the respective entity in connection with this announcement, any statement contained herein or otherwise.
In the event of any discrepancy or inconsistency between any translated versions of this news release, the English version shall prevail.
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Safe Harbor Statement:
This news release contains specific forward-looking statements. These forward-looking statements include, but are not limited to, discussions regarding the proposed offering of CEVA Logistics AG shares described above, its guidance for 2018 and beyond, discussions regarding industry outlook, CEVA’s expectations regarding the performance of its business or joint ventures, its liquidity and capital resources, and other non-historical statements. These statements can be identified by the use of words such as “believes” “anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,” and similar expressions. All forward-looking statements are based on management’s current expectations and beliefs only as of the date of this news release and, in addition to the assumptions specifically mentioned in the above paragraphs, there are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the effect of local and national economic, credit and capital market conditions, a downturn in the industries in which we operate (including the automotive industry and the air freight business), risks associated with CEVA’s global operations, fluctuations and increases in fuel prices, CEVA’s substantial indebtedness, restrictions contained in its debt agreements and risks that it will be unable to compete effectively. Further information concerning CEVA and its business, including factors that potentially could materially affect CEVA’s financial results, is contained in the annual and quarterly reports of CEVA Holdings LLC, available on the Company’s website, which investors are strongly encouraged to review. Should one or more of these risks or uncertainties materialise or the consequences of such a development worsen, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. CEVA disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.