On January 28, 2019, CMA CGM published a public tender offer for all publicly held registered shares of CEVA Logistics, at a price of CHF30 net per share. Final settlement of the offer is expected to occur on April 16, 2019.
During the initial offer period, which took place between February 12, 2019 and March, 13, 2019, a total of 21,475,325 CEVA shares were tendered into the offer. Upon settlement of the offer, this could result in CMA CGM holding at least 49,388,515 CEVA shares, corresponding to 89.47% of the share capital and voting rights of CEVA. This total includes the CEVA shares that CMA CGM holds directly and shares held by persons acting in concert with CMA CGM (i.e. 33% of CEVA’s shares held directly by CMA CGM as well as 17.6% held by certain banks, which, subject to the receipt of certain regulatory approvals, could be obtained by CMA CGM through a total return swap and two forward share purchase agreements).
CEVA acknowledges that CMA CGM is likely to hold a percentage of the share capital and voting rights of CEVA that would allow CMA CGM to implement a squeeze-out. CEVA would therefore apply for a delisting of its shares from the SIX Swiss Exchange. Consequently, CEVA’s Board of Directors has decided to recommend that remaining shareholders tender their shares during the upcoming additional offer period, which will commence on March 20, 2019 and close on April 2, 2019. If delisting occurs, it would most likely occur concurrently with a squeeze-out, which would be expected to take place in the third quarter of 2019 once all stock exchange and other legal conditions are fulfilled.
Source: CEVA
