One of Panalpina's major shareholders has written to the forwarder's board urging them to seriously consider DSV's takeover offer and to express its concern over the largest shareholder's control over the company.
In a letter to the Panalpina board, David Samra, managing director of Artisan Partners, a 12% shareholder, said that DSV's offer of SFr170 per share demands "serious and impartial consideration".
The letter said: "We believe the DSV offer provides an obvious opportunity to realise value for shareholders, and any realistic alternatives to create similar value (to the extent any exist) pose significantly greater execution and financial risks.
"Yet, the Company’s only public response to date has been to confirm that it received the DSV offer, and to state that the [Ernst Göhner] Foundation (majority shareholder) does not support accepting the offer.
"We fully expect the board to engage with DSV in a constructive and transparent manner, negotiating in good faith to achieve an outcome that is in the best interest of all the Company’s shareholders (and other stakeholders), consistent with the fiduciary duties the Board owes to the Company and all its shareholders."
Samra also reiterated concern outlined by another shareholder over the"unusual relationship" between Panalpina and the Ernst Göhner Foundation.
Current Panalpina chairman, Peter Ulber, and vice chairman, Beat Walti, serve not only on the Panalpina board but also on the board of Ernst Goehner, which has a 45.9% stake.
Ulber has stated that he will not stand for re-election.
"We have written to you previously to express deep concerns about the unusual relationship between Panalpina and the Ernst Göhner Foundation."
"The continued lack of clarity surrounding the Foundation’s role with respect to the corporate governance of the Company is unconscionable, and years of the Company’s continued underperformance have made this circumstance that much more intolerable.
"We have continually pleaded with the Company to focus its efforts on maximizing shareholder value – taking into consideration the interests of all stakeholders of the Company – and have underscored the importance of open-mindedness with respect to being acquired."
Artisan Partners would like Ulber and Walti banned from any discussion about the takeover offer.
"We would like to be exceedingly clear that we will be paying very close attention to developments over the coming days and weeks – in particular, by monitoring the compliance of the Board with its duties under the Company’s Articles of Association, its Organizational Regulations and under the Swiss Code of Best Practice for Corporate Governance.
"We are ready to initiate any necessary measures to protect the Company’s and all shareholders’ interests."
