DSV Panalpina to Acquire Agility’s Global Integrated Logistics Business

Agility to Take 8% Stake in Combined Company

Agility and DSV Panalpina A/S (“DSV”) have today signed an agreement for DSV to acquire Agility’s Global Integrated Logistics (GIL) business. The combination is expected to create a top-three global freight forwarder based on revenues. The acquisition will be an all-share transaction and closing is expected in the third quarter of 2021. Agility will become the second largest shareholder in DSV with an approximate 8% stake in the combined company.

Agility and DSV have reached an agreement that DSV will acquire Agility’s stand-alone GIL business in an all-share transaction. DSV will issue 19,304,348 shares, representing approximately 8.0% of all post-transaction outstanding shares of DSV. Based on the DSV share closing price of DKK 1,299.5, and an exchange rate of DKK 1.00 = USD 0.163 and KWD = 0.049, the all-share transaction has an implied equity value of GIL of USD 4.1 billion (KWD 1.2 billion).

The combination of DSV and GIL will fortify DSV’s position as a leading global transport and logistics company with a combined pro forma revenue of approximately USD 22 billion and a combined workforce of more than 70,000 employees.

Creating Value

“This deal creates significant shareholder value and marks a new milestone in Agility’s journey. Agility remains committed to the supply chain industry, and will become the second largest shareholder in one of the fastest-growing and most profitable logistics companies in the world,” said Tarek Sultan, Agility’s Vice-Chairman. “I want to thank GIL’s leadership and employees for profitably growing the company and steering it through one of the most challenging periods the industry has ever seen during the global pandemic. Agility is proud of what GIL has achieved.”

He added: “Agility will be exploring opportunities between DSV and its other businesses, with promising areas of future cooperation potentially including Agility’s Logistics Parks business, Shipa group of companies, and technology ventures. Agility will remain an emerging markets leader, investor in emerging technologies, and champion of sustainable business.”

“Agility’s Global Integrated Logistics business and DSV are an excellent match, and we are proud that we can announce our agreement to unite,” said Jens Bjørn Andersen, Group CEO of DSV. The combination of our two global networks will provide us with the opportunity to offer our customers an even higher service level. GIL’s global network, industry competencies and strong market position in APAC and the Middle East complement DSV’s network well and will support our long-term value creation ambitions. Our two groups of companies already share a culture of entrepreneurship and local ownership, and we look forward to welcoming GIL’s talented staff to DSV.”

Transaction overview

• At completion, DSV will acquire 100% of GIL in consideration for issuing 19,304,348 new shares of 1 DKK/share to Agility. This will represent approx. [8.0]% of all post-transaction outstanding shares of DSV. The share issue will be according to existing authorisations given to DSV’s Board of Directors.
• Enterprise value of approximately USD [4.2 billion] and equity value of USD [4.1 billion].
• Transaction multiple: 23.2x LTM EV/Adj. EBIT multiple (post IFRS-16) and 0.94x LTM EV/Sales. (Last twelve months: 1 April 2020 – 31 March 2021).

• After completion of the transaction, DSV has agreed to nominate an Agility designee to DSV’s Board of Directors.
• Completion of the transaction is expected in the third quarter of 2021.

Combination Creates Industry Leader

Scale remains one of the key competitive advantages in freight forwarding with significant operational and commercial benefits. The combination of DSV and Agility GIL is expected to increase DSV’s annual revenue by approximately 23%, which will rank the combined company in the freight forwarding industry top three with a pro forma revenue of approximately USD 22 billion and a combined workforce of more than 70,000 employees. The combined company will have own operations in more than 90 countries, with expected volumes of more than 2.8 million containers (TEU’s) and more than 1.6 million tonnes of air freight transported yearly.

“GIL’s presence in fast-growing emerging markets in APAC, as well as Europe and Americas, will be a strong addition to DSV’s existing network,” said Jens Bjørn Andersen. GIL will bring additional warehousing capacity of more than 1.4 millions square meters across the Middle East and Asia, significantly strengthening DSV’s contract logistics capabilities and Solutions division. GIL will also add road freight activities to DSV’s network in Europe and the Middle East.

DSV and GIL are a strong match with many potential synergies as a result of similarities in business models, services and strategies:

A New Phase of Growth for Agility

“This deal is one of the largest private M&A deals made in the GCC to date. We expect that this transaction will have a positive impact on shareholder’s equity and the company’s market value,” Sultan said. “It will give Agility the resources and flexibility to explore new opportunities and reposition the company for the next phase of growth.”

Not part of the deal is Agility’s Logistics Parks  business that develops warehousing and light-industrial infrastructure, and its portfolio of subsidiary companies, covering fuel logistics, commercial real estate, airport services, customs digitization, and digital logistics, among others. Agility will continue to invest in emerging technologies and companies and remains committed to sustainability across its operations and the companies it invests in.

About DSV Panalpina

DSV Panalpina provides and manages supply chain solutions for thousands of companies every day – from the small family run business to the large global corporation. 57,000 employees in more than 80 countries work passionately to deliver great customer experiences and high-quality services – and help ensure a steady supply of goods to production lines, outlets, stores and consumers all over the world. DSV Panalpina is organised into three divisions offering the complete range of services to support customers’ entire supply chain: Air & Sea, Road and Solutions (warehousing and logistics services). In 2020, DSV Panalpina generated revenues of approximately USD 17.7 billion (DKK 116 billion) and EBIT before special items of USD 1.5 billion (DKK 9.5 billion). More than 1,300 offices, terminals and warehouses across the world enable DSV Panalpina to be close to local markets while taking advantage of a global perspective and network to secure the best possible service.

About Agility

Agility has expanded its global footprint through a series of successful acquisitions, and is an emerging markets leader, investor in emerging technologies and companies, and champion of sustainable and responsible business. The company has multiple lines of business. Agility’s Global Integrated Logistics business offers freight forwarding and contract logistics services across 100+ countries around the world. Agility’s Logistics Parks business develops and operates warehousing and light industrial parks across the Middle East, Africa and Asia. Agility’s subsidiary companies offer fuel logistics, airport services, commercial real estate and facilities management, customer digitization, and remote infrastructure services.

About Agility Global Integrated Logistics (GIL)

Agility’s stand-alone Global Integrated Logistics (GIL) business is a leading global transport and logistics provider, with a strong footprint in emerging markets. The business offers a mix of integrated logistics services including: air, ocean and road freight forwarding services, contract logistics and specialized logistics capabilities. GIL operates a flexible, customer-centric, and sustainability-driven business, with a global workforce of approximately 17,000 people, and service-provision across 100+ countries around the world. GIL empowers businesses of all sizes, from small businesses to large multinationals, through sector-specific expertise and digital tools and technology to enhance supply chain efficiency. In 2020, GIL reported revenues of USD 4.0 billion, adjusted EBITDA of USD 257 million, and adjusted EBIT of USD 129 million.