Panalpina tries to block hostile DSV takeover with one share/one vote bid
SWISS-BASED global freight forwarder Panalpina’s biggest shareholder has taken the unprecedented step of requesting the implementation of a ‘one share/one vote’ regime following two hostile takeover proposals from Danish logistics firm DSV, writes Thelma Etim.
The Ernst Göhner Foundation (EGF), which owns 46 per cent of the Swiss group’s shares, wants to amend the articles of association of Panalpina “by lifting the five per cent registration restriction and the five per cent voting restriction,” an official corporate statement reveals.
“The board of directors complies with this request and will announce the formal invitation to the extraordinary shareholders’ meeting in due course,” the statement adds.
Since the company’s IPO in 2005, EGF has always been admitted with all its shares in all shareholders’ meetings on the basis that the five per cent voting restriction imposed by the articles of association does not apply to the shares of EGF because it held its shares prior to the introduction of the voting restriction (grandfathering).
The implementation of the one share/one vote standard will render the practice of the company exempting EGF from the five per cent voting restriction obsolete, explains the statement.
In a letter addressed to Panalpina‘s board of directors, minority shareholder Swedish international investment company Cevian Capital questions the practice to fully admit EGF with all its voting rights to the company’s shareholders’ meetings.
Cevian takes the position that the voting restriction of five per cent must be applied to all shareholders and hence the voting power of EGF must be reduced to five per cent.
An ad hoc board of independent directors comprising five without representatives of EGF and Cevian is currently evaluating the situation, reveals Panalpina.
DSV’s US$4 billion-plus initial bid was rejected by Panalpina in the first week of February but that did not stop the Danish company from submitting another one to acquire the company at a price of CHF 180 per share, all in cash. Meanwhile, Panalpina is in talks with logistics company Agility.
On Thursday, February 28, Panalpina is expected to reveal its full-year results.
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