SAN FRANCISCO, Feb. 11, 2019 (GLOBE NEWSWIRE) -- On February 11, the Artisan Partners Global Value Team delivered the following letter to the Board of Directors of Panalpina Welttransport (Holding) AG.
The Board of Directors of Panalpina Welttransport (Holding) AG
| Mr. Peter Ulber, Chairman | Mr. Beat Walti, Vice Chairman |
| Dr. Ilias Läber | Mr. Knud Elmholdt Stubkjaer |
| Ms. Pamela Knapp | Mr. Thomas E. Kern |
| Mr. Dirk Reich | Ms. Sandra Emme |
Viaduktstrasse 42
4051 Basel
Switzerland
Dear Members of the Board of Directors:
In the aggregate, investment management clients with accounts managed within Artisan Partners Limited Partnership’s Non-U.S. Value investment strategy own 2,788,174 shares of Panalpina, representing roughly 12% of the Company’s outstanding shares. We are long-term shareholders and have owned a sizable position in Panalpina for more than a decade.
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. By doing so, we have merely reminded the Board of its fundamental duty to deliver sustainable shareholder value as expressly set forth by Article 2.2.1 of the Company’s Organizational Regulations.
DSV’s cash and stock offer of CHF 170 per Panalpina share is an offer that deserves and demands serious and impartial consideration. We believe the DSV offer provides an obvious opportunity to realize 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 Foundation does not support accepting the offer.
As shareholders, 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. And given the historical opacity regarding issues of corporate governance, the Company should seek to go above and beyond what may be legally required in these circumstances, striving to provide shareholders with as much transparency into the process as is possible.
To that end, we strongly encourage the Board to evaluate the DSV offer and to negotiate with DSV in a process that excludes any member of the Board who may have a conflict of interest. As Mr. Ulber and Mr. Walti serve on the Board of Trustees of the Foundation, and considering that the views of the Foundation with respect to the DSV offer are already known, we believe that Mr. Ulber and Mr. Walti should not participate in the discussions regarding the Company’s position with respect to the DSV offer. Given the outsized and, in our view, largely negative influence the Foundation has exerted over the Company, the exclusion of these individuals from the process is an obvious and important step toward ensuring that the offer is considered in a fair and impartial manner, and that any Board recommendation with respect to the offer truly reflects what is in the best interests of the Company and all its shareholders.
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 (applicable to the Board by incorporation to the Organizational Regulations). We are ready to initiate any necessary measures to protect the Company’s and all shareholders’ interests.
Given the importance of this matter and in the spirit of transparency, we have made the contents of this letter available to the public.
Respectfully,
N. David Samra
Managing Director
Artisan Partners Limited Partnership
Artisan Contacts:
Mike Roos
800.399.1770
mroos@artisanpartners.com