Publication of Offer Prospectus for the public tender offer of CMA CGM for CEVA Logistics AG

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

This press release does not constitute an offer to purchase or exchange or the solicitation of an offer to sell or exchange any securities of CMA CGM or an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities of CEVA Logistics AG. The tender offer described herein (the “Offer”) is not made (and is not intended to be made) directly or indirectly into any other jurisdiction in which such Offer would be unlawful prior to the registration or qualification under the laws of such jurisdiction. Accordingly, persons who come into possession of this press release should inform themselves of and observe these restrictions. This press release should be read in conjunction with the offering document relating to the tender offer by CMA CGM for CEVA Logistics AG (the “Offer Prospectus”). Shareholders of CEVA Logistics AG are advised to read the Offer Prospectus and subsequent documents to be released when they become available, as well as any amendments and supplements to those documents, because they will contain important information. Copies of the Offer Prospectus and of the documents incorporated by reference thereto may be obtained, when available, from the following website: https://cmacgm-cevalogistics.com/. 

CMA CGM today published the offer prospectus (the «Prospectus») for the public tender offer («Offer») for all publicly held registered shares of CEVA Logistics AG («CEVA»). The Prospectus is available at https://cmacgm-cevalogistics.com/ 

Upon expiration of the cooling off period of 10 trading days, the Offer will remain open from February 12, 2019, to March 12, 2019, 4:00 p.m. Central European Time («CET») (the «Offer Period»). CMA CGM (the «Offeror») reserves the right to extend the Offer Period once or several times. In the event of an extension of the Offer Period, the date of the settlement of the Offer (referred to as the «Settlement» and the «Settlement Date», respectively) will be adjusted accordingly. The Offer Period may only be extended to more than 40 trading days with the prior consent of the Swiss Takeover Board.

The offer price is CHF 30 net («Offer Price») per registered share of CEVA with a nominal value of CHF 0.10 each (the «CEVA Shares»), less the gross amount of any dilution effects becoming effective prior to the Settlement of the Offer, including any dividend payments, capital repayments, capital increases at an issue price below the Offer Price, disposals of CEVA Shares by CEVA or any of its subsidiaries below the Offer Price, disposals of assets below or acquisitions of assets above their market value, issuance of options or conversion rights, spin-offs and similar transactions.

CMA CGM reserves the right to apply for a cancellation of the remaining CEVA Shares that have not been tendered in the Offer in accordance with Swiss law, should CMA CGM, upon Settlement, hold more than 98% of the voting rights of CEVA. Should CMA CGM, upon Settlement, hold between 90% and 98% of the voting rights of CEVA, CMA CGM may consider to merge CEVA with and into CMA CGM or any entity ultimately managed and controlled by CMA CGM. CEVA shareholders who have not tendered their CEVA Shares in the offer will in either proceeding receive a cash compensation equal to the Offer Price.

The transaction is subject to the usual regulatory approvals and clearances.

Bank Vontobel AG has been engaged by CMA CGM as the acceptance and paying agent for the Offer.

NOTICE TO HOLDERS IN THE US

The Offer will be made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), subject to the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act, and otherwise in accordance with the requirements of Swiss law and the applicable rules and regulations of the Swiss Stock Exchange. Accordingly, Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. U.S. shareholders are encouraged to consult with their own advisers regarding the Offer.

The Offer relates to the securities of a non-U.S. company, which is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements presented have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for an investor to enforce any rights and any claim it may have arising under U.S. federal securities laws, since CMA CGM  and CEVA Logistics AG have their corporate headquarters outside of the United States, and some or all of their officers and directors may be residents of foreign countries. An investor may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.

NOTICE TO HOLDERS IN THE UK

The communication of this press release is not being made by, and has not been approved by, an “authorised person” for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”). Accordingly, this press release is not distributed to, and must not be passed on to, the general public in the U.K. The communication of this press release is exempt from the restriction on financial promotions contained in Section 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within Article 62 (Sale of a body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.