UTi Shareholders Vote to Adopt Merger Agreement With DSV A/S
January 14 2016 - 2:24PM
UTi Worldwide Inc. (NASDAQ:UTIW) announced that its shareholders,
at a special shareholders meeting and subsequent special class
meeting held earlier today, have overwhelmingly voted to adopt the
previously announced merger agreement providing for the acquisition
of UTi Worldwide Inc. by DSV A/S. Upon completion of the
transaction, each ordinary share of UTi Worldwide will convert into
the right to receive a cash payment of $7.10, without interest.
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 pharmaceutical, retail, apparel, chemical,
automotive 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This document includes forward-looking statements
made in reliance upon the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Among other things,
these forward-looking statements may include statements regarding
the proposed merger between the Company and DSV. The
Company’s actual results may differ materially from those described
in forward-looking statements. Such statements are based on current
expectations of the Company’s performance and are subject to a
variety of factors, some of which are not under the control of the
Company, which can affect the Company’s results of operations,
liquidity or financial condition. Factors that might cause or
contribute to a material difference include, but are not limited
to, the risks in the Company’s filings with the Securities and
Exchange Commission, including those listed in Item 1A “Risk
Factors” in its annual report on Form 10-K relating to the fiscal
year ended January 31, 2015 filed with the SEC and subsequent
documents we have or will file with the SEC, those risks discussed
in the definitive proxy statement filed with the SEC on December 4,
2015, and the following: the Company has incurred losses for each
of the last three fiscal years and during the three and nine months
ended October 31, 2015 and such losses are expected to continue;
the Company’s ability to maintain sufficient liquidity and capital
resources to fund its business and to generate sufficient cash to
service its debts and other obligations; the Company’s ability to
refinance its indebtedness when it comes due, including near term
maturities; the Company’s ability to accurately predict its future
business results and liquidity; risks associated with the Company’s
clients, including delays or the inability by such clients to pay
the Company; the risk that the Company may not be able to achieve
its expected working capital improvements; volatility with respect
to global trade; global economic, political and market conditions
and unrest, including those in Africa, Asia Pacific and Europe;
volatile fuel costs; transportation capacity, pricing dynamics and
the Company’s ability to secure space on third party aircraft,
ocean vessels and other modes of transportation; changes in
interest and foreign exchange rates, particularly with respect to
the South African rand and the Euro; material interruptions in
transportation services; risks of international operations; risks
that the carrying values of the Company’s assets might be impaired;
risks associated with, and the potential for penalties, fines,
costs and expenses the Company may incur as a result of an
investigation by the government of Brazil into the international
air freight and air cargo transportation industry; risks of adverse
legal judgments or other liabilities not limited by contract or
covered by insurance; risks associated with the pending securities
class action lawsuit and pending investigation by the SEC; the
Company’s ability to retain clients while facing increased
competition; disruptions caused by epidemics, natural disasters,
conflicts, strikes, wars and terrorism; the impact of changes in
the Company’s effective tax rates; the Company’s ability to
maintain effective disclosure controls and procedures and effective
internal control over financial reporting; the other risks and
uncertainties described herein and in the Company’s other filings
with the SEC; and other factors outside the Company’s control.
Other risks and uncertainties include the timing and likelihood of
completion of the proposed merger between the Company and DSV,
including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals for the proposed
merger that could cause the parties to abandon the transaction; the
possibility that the Company will not receive the required ordinary
shareholder approvals; disruption from the proposed merger making
it more difficult to maintain business and operational
relationships; the risk that unexpected costs will be incurred; the
possibility that the proposed merger does not close, including due
to the failure to satisfy the closing conditions; as well as more
specific risks and uncertainties. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made, are not guarantees of future performance or
results, and are subject to risks, uncertainties and assumptions
that are difficult to predict or quantify. Because the
information herein is based solely on data currently available, it
is subject to change as a result of changes in conditions over
which the Company has no control or influence, and should not
therefore be viewed as assurance regarding the Company’s future
performance. The Company undertakes no obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as may be required
by law.
Contact:
Rick Rodick
Chief Financial Officer
(562) 552-9400
rrodick@go2uti.com
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