23.07.2018 – 07:08

CEVA Logistics AG

EQS-News: CEVA Logistics Announces Early Results of Cash Tender Offer and Waiver of Consent Condition

EQS Group-News: CEVA Logistics AG / Key word(s): Tender Offer
CEVA Logistics Announces Early Results of Cash Tender Offer and Waiver of
Consent Condition

23.07.2018 / 07:01

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CEVA Logistics Announces Early Results of Cash Tender Offer and Waiver of
Consent Condition

Baar, Switzerland - 23 July 2018 - CEVA Logistics AG ("CEVA" or the "Company")
announced today that, as part of the previously announced proposed refinancing,
its subsidiary, CEVA Group Plc ("CEVA Group"), has received tenders and consents
from the holders of $150,514,202 aggregate principal amount, or approximately
34.3%, of its outstanding 9.0% First Lien Senior Secured Notes due 2020 (the
"Notes") by the expiration of the consent payment deadline, 5:00 pm, New York
City time, on 20 July 2018 (the "Consent Date"), pursuant to CEVA Group's
previously announced tender offer (the "Tender Offer") and consent solicitation
(the "Consent Solicitation") which commenced on 9 July 2018.

CEVA also announced that CEVA Group is waiving the previously announced
condition to its Tender Offer and Consent Solicitation that it receives majority
consent from holders of the Notes for certain proposed amendments to the
indenture (the "Indenture") governing the Notes (the "Consent Condition") that
was set forth in the Offer to Purchase and Consent Solicitation Statement dated
9 July 2018 (the "Offer to Purchase").

As a result of CEVA Group having waived the Consent Condition, and subject to
the receipt of the proceeds from the issuance of an aggregate principal amount
of new debt in the Proposed Financing (as defined below) acceptable to CEVA
Group in its sole discretion to permit the closing of the Tender Offer and
Consent Solicitation, the redemption of any Notes that may remain outstanding
after the Expiration Date (as defined below) and related transactions, including
the repayment of its existing senior secured credit facilities (the "Financing
Condition"), CEVA intends to exercise its right to accept for early payment all
of the Notes validly tendered prior to the Consent Date. Each holder who validly
tendered its Notes prior to the Consent Date shall be entitled to receive the
total consideration of $1,027.50 per $1,000 principal amount of Notes tendered.
As a result of the waiver of the Consent Condition, CEVA Group and the trustee
under the Indenture will not enter into a supplemental indenture giving effect
to the proposed amendments to the Indenture.

Notwithstanding CEVA Group's waiver of the Consent Condition, the Tender Offer
will remain open until 11:59 pm, New York City time, on 3 August 2018 (the
"Expiration Date"), unless extended or earlier terminated. Each holder who
validly tenders its Notes after the Consent Date but prior to the Expiration
Date will be eligible to receive the tender offer consideration, which is equal
to $997.50 per $1,000 principal amount of Notes tendered.

CEVA Group reserves the right, at any time or times following the Consent Date
but prior to the Expiration Date, to accept for purchase all of the Notes
validly tendered. If CEVA Group exercises this option, it will pay the total
consideration or tender offer consideration, as applicable, for the Notes
accepted for purchase at the early acceptance time on a date (each such date,
the "Early Payment Date") promptly following the early acceptance time. CEVA
Group will also pay on the Early Payment Date accrued and unpaid interest up to,
but not including, the Early Payment Date on the Notes accepted for purchase at
the early acceptance time. CEVA Group currently expects that the Early Payment
Date will be on or about 3 August 2018.

The Tender Offer is expected to be financed with proceeds from the Company's
previously announced refinancing plan (the "Proposed Financing"), the terms and
amounts of which will be subject to market conditions and other factors. To the
extent that any Notes are not tendered in the Tender Offer and the Financing
Condition is satisfied, CEVA Group intends to exercise its right to satisfy and
discharge the Indenture on the completion date of the Proposed Financing. Such
Notes are expected to be redeemed on or promptly after 1 September 2018 at a
redemption price equal to 102.250% of the principal amount redeemed thereby,
plus accrued and unpaid cash interest and PIK interest, if any, to the
redemption date.

Other than the waiver of the Consent Condition, the conditions set forth in the
Offer to Purchase and related Consent and Letter of Transmittal (the "Tender
Offer Documents") remain unchanged. If any of the conditions, other than the
Consent Condition, are not satisfied, CEVA Group may terminate the Tender Offer
and Consent Solicitation and return tendered Notes. CEVA Group has the right to
waive any of the foregoing conditions with respect to the Notes and to
consummate any or all of the Tender Offer and Consent Solicitation. CEVA Group
also has the right, in its sole discretion, to terminate the Tender Offer and/or
the Consent Solicitation at any time, subject to applicable law. The complete
terms and conditions of the Tender Offer and Consent Solicitation for the Notes
are detailed in the Tender Offer Documents.

None of CEVA Group, Wilmington Trust, National Association, as trustee and
collateral agent, the dealer managers and solicitation agents, the tender agent
or any other person makes any recommendation as to whether holders should tender
their Notes or provide the related consent, and no one has been authorized to
make such a recommendation. Holders of Notes must make their own decisions as to
whether to tender their Notes and provide the related consent, and if they so
decide, the principal amount of the Notes to tender.

Credit Suisse Securities (USA) LLC and HSBC Bank plc are acting as joint dealer
managers and solicitation agents for the Tender Offer and Consent Solicitation.
Questions regarding the Tender Offer or Consent Solicitation may be directed to
Credit Suisse at (212) 538-2147 (Collect) or (800) 820-1653 (Toll Free) and to
HSBC Bank plc at +44 20 7992 6237, +1 (212) 525-5552 (Collect) or +1 (888)
HSBC-4LM (Toll Free). Holders who desire a copy of the Tender Offer Documents
should contact the tender agent, D.F. King & Co., Inc., at (800) 714-3310
(Toll-Free) or (212) 269-5550 (Collect) and via email at  ceva@dfking.com.

This announcement shall not constitute an offer to purchase or a solicitation of
an offer to sell any securities in any jurisdiction in which such offering,
solicitation or sale would be unlawful and is not, and shall not constitute, an
offer, solicitation or solicitation of any offer to purchase of any securities.
The Tender Offer and Consent Solicitation are being made only through and
subject to the terms and conditions set forth in the Tender Offer Documents.
Holders of the Notes should read carefully the Tender Offer Documents before
making any decision with respect to the Tender Offer and Consent Solicitation.
The Tender Offer and Consent Solicitation are not being made to holders of Notes
in any jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction.

Ends

For additional information please contact:

Investors:
Pierre Benaich
SVP Investor Relations 
pierre.benaich@cevalogistics.com
+41 41 547 0048

Media:
David Urbach
SVP Corporate Development 
david.urbach@cevalogistics.com
+41 799 333 083

Cathy Howe
Pilot Marketing 
ch@pilotmarketing.co.uk
Tel: +44 (0)208 941 5381


CEVA Making Business Flow

CEVA, a global asset-light third-party logistics company, designs and operates
industry leading supply-chain solutions for large and medium-size national and
multinational companies. Its integrated network in Freight Management and
Contract Logistics spans more than 160 countries. Approximately 56,000 employees
are dedicated to delivering effective solutions across a variety of industry
sectors where CEVA applies its operational expertise to provide best-in-class
services. CEVA generated revenue of $7 billion and adjusted EBITDA of $280
million in 2017. CEVA is listed on SIX Swiss Exchange under ticker symbol CEVA.
For more information, please visit www.cevalogistics.com.

Safe Harbor Statement:

This news release contains specific forward-looking statements. These
forward-looking statements include, but are not limited to, discussions
regarding the ability to complete the cash tender offer with proceeds from the
proposed refinancing, CEVA's guidance for 2018 and beyond, discussions regarding
industry outlook, CEVA's expectations regarding the performance of its business
or joint ventures, its liquidity and capital resources, and other non-historical
statements. These statements can be identified by the use of words such as
"believes" "anticipates," "expects," "intends," "plans," "continues,"
"estimates," "predicts," "projects," "forecasts," and similar expressions. All
forward-looking statements are based on management's current expectations and
beliefs only as of the date of this news release and, in addition to the
assumptions specifically mentioned in the above paragraphs, there are a number
of factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements, including
the effect of local and national economic, credit and capital market conditions,
a downturn in the industries in which we operate (including the automotive
industry and the air freight business), risks associated with CEVA's global
operations, fluctuations and increases in fuel prices, CEVA's substantial
indebtedness, restrictions contained in its debt agreements and risks that it
will be unable to compete effectively. Further information concerning CEVA and
its business, including factors that potentially could materially affect CEVA's
financial results, is contained in the annual and quarterly reports of CEVA
Logistics AG (and its predecessor CEVA Holdings LLC), available on the Company's
website, which investors are strongly encouraged to review. Should one or more
of these risks or uncertainties materialise or the consequences of such a
development worsen, or should underlying assumptions prove incorrect, actual
outcomes may vary materially from those forecasted or expected. CEVA disclaims
any intention or obligation to update publicly or revise such statements,
whether as a result of new information, future events or otherwise.

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