USD 1.3 BN DEAL - UTi Announces Agreement to be Acquired by DSV in Transaction Valued at $1.35 Billion
UTi Announces Agreement to be Acquired by DSV in Transaction Valued at $1.35 Billion
Transaction Price Represents Substantial Premium for UTi's Ordinary Shareholders and a Strong Value Proposition for Clients
LONG BEACH, Calif., Oct. 9, 2015 (GLOBE NEWSWIRE) -- UTi Worldwide Inc. (Nasdaq:UTIW) ("UTi," "the Company"), a global supply chain services and solutions provider, today announced it has entered into a definitive agreement to be acquired by DSV for $7.10 in cash per ordinary share. This represents a 34% premium over the 30-day volume weighted average trading price for the ordinary shares and a 50% premium relative to UTi's closing trading price on October 8, 2015. The transaction, which was unanimously approved by both UTi and DSV's Boards of Directors, is valued at approximately $1.35 billion.
Ed Feitzinger, Chief Executive Officer of UTi, stated, "We are very excited to be joining forces with DSV, which we believe will strengthen our value proposition to our clients, while providing a meaningful cash premium to the holders of our ordinary shares relative to the recent trading prices. For our clients and employees, the potential combination of our two businesses has a strong cultural fit, aligned strategy, and a complementary client base and geographic footprint. We have the opportunity to draw on the current strengths and scale of both companies to bring solutions to our clients that we could not have delivered on our own. We believe that the $7.10 cash price to holders of our ordinary shares provided by this strategic combination is the best available outcome for ordinary shareholders while allowing us to develop with DSV a nimble, efficient, and comprehensive service offering for our clients."
Roger MacFarlane, Chairman of the UTi Board of Directors and a co-founder of the Company, added, "After careful consideration of our strategic alternatives, we believe this combination appropriately recognizes the value of UTi's customer and supplier relationships, while providing holders of our ordinary shares with a meaningful cash premium to the recent stock price. This transaction represents an exciting new chapter for UTi."
Kurt K. Larsen, Chairman of the Board of Directors of DSV, added, "This is a great step for both UTi and DSV. I know that the combined business and workforce will reach new levels together – we will create a stronger company with an expansive footprint in the 3PL space and an exciting value proposition for our customers. We look forward to joining forces and welcoming our new colleagues from UTi to DSV."
The acquisition is expected to be completed between January 1, 2016 and March 31, 2016, and is subject to approval by UTi shareholders, as well as the satisfaction of customary closing conditions and regulatory approvals. The transaction has fully committed financing and is not subject to any condition with regard to the financing.
Morgan Stanley & Co. LLC is serving as financial advisor to UTi in connection with the transaction. Cravath, Swaine & Moore LLP is serving as legal advisor to the Company in connection with the transaction.
About DSV
DSV, headquartered in Denmark, is a global supplier of transport and logistics services with 530 offices and 130 logistics facilities in 75 countries. DSV's 23,000 employees deliver services within global air and sea freight, European road freight and contract logistics. DSV recorded annual revenue of USD 8.7 billion in 2014. DSV is publicly listed on the NASDAQ Copenhagen Stock Exchange in Denmark. For more information, please visit www.dsv.com.
About UTi Worldwide
UTi Worldwide Inc. is an international, non-asset-based supply chain services and solutions company providing air and ocean freight forwarding, contract logistics, customs brokerage, distribution, inbound logistics, truckload brokerage and other supply chain management services. The company serves a large and diverse base of global and local companies, including clients operating in industries with unique supply chain requirements such as the energy and mining, retail, apparel, chemical, automotive, pharmaceutical and technology industries. The company seeks to use its global network, proprietary information technology systems, relationships with transportation providers and expertise in outsourced logistics services to deliver competitive advantage to each of its clients' supply chains.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed transaction involving DSV A/S ("DSV") and the Company will be submitted to the Company's shareholders for their consideration. In connection with the proposed transaction, the Company intends to file relevant materials with the Securities and Exchange Commission ("SEC"), including the Company's proxy statement in preliminary and definitive form, and the Company will mail the definitive proxy statement to its shareholders. This communication is not intended to be, and is not, a substitute for such filings or for any other document that DSV or the Company may file with the SEC in connection with the proposed transaction. SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT, CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant materials (when they become available) and any other documents filed or furnished by DSV or the Company with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement from the Company by going to its investor relations page on its corporate web site at www.go2uti.com.