ZURICH (Reuters) - Swiss freight forwarder Panalpina’s board on Tuesday said it would back a proposal by its largest shareholder to shift to a one-share, one-vote system over opposition from activist investor Cevian amid a fight over the company’s future.
Panalpina will hold an extraordinary shareholders meeting (EGM) on April 5 to vote on the plan, which was proposed last month by the Ernst Goehner Foundation that owns 46 percent of the company.
Cevian, which has a 12.3 percent holding and is pushing Panalpina to accept a $4.3 billion takeover offer from Denmark’s DSV A/S, contends the foundation’s proposal harms interests of minority shareholders. Instead, Cevian wants all shareholders’ voting rights to be restricted at 5 percent, regardless of their total ownership stake.
Until now, most Panalpina shareholders have been restricted to the 5 percent limit, with an exception granted to the Ernst Goehner Foundation. Cevian has taken issue with the exemption, saying it inappropriately handed the foundation control over Panalpina, without a majority of the shares.
Panalpina, which in addition to the offer from DSV has been in talks with Kuwait’s Agility over a separate deal, said in a statement that it supports the foundation’s proposal “to further enhance the company’s corporate governance”.
Panalpina said it would close the share register on March 14, and send out the formal EGM invitation letters a day later, in order to facilitate the registration of shareholders who are entitled to vote at the meeting.
Reporting by John Miller