DSV, 881 - DSV PANALPINA TO ACQUIRE AGILITY’S GLOBAL INTEGRATED LOGISTICS BUSINESS IN AN ALL-SHARE TRANSACTION - Seite 2

Agility will be exploring opportunities between DSV and its other businesses, with promising areas of future cooperation potentially including Agility’s Logistics Parks business, its Shipa group of companies and technology ventures. Agility will remain an emerging markets leader, investor in emerging technologies and champion of sustainable and responsible business.”

Transaction overview
•       At completion, DSV will acquire 100% of GIL in consideration for issuing 19,304,348 new shares of 1 DKK/share to Agility.
        This will represent approximately 8% of all post-transaction outstanding shares of DSV. The share issue will be according to
        existing authorisations given to DSV’s Board of Directors.

•       Enterprise value of approximately USD 4.2 billion and equity value of USD 4.1 billion.

•       Transaction multiple: 23.2x EV/LTM adj. EBIT multiple and 0.94x EV/LTM sales.
         (Last twelve months: 1 April 2020 - 31 March 2021).

•        The transaction is subject to regulatory approvals and approval by Agility’s shareholders (simple majority required).

•        After completion of the transaction, DSV has agreed to nominate an Agility designee to DSV’s Board of Directors.

•        Completion of the transaction is expected in the third quarter of 2021.

Strategic rationale
Acquisitions are an integral part of DSV's strategy, and DSV has a track record of successful integrations. The combination with GIL is expected to increase DSV's annual revenue by approx. 23%, which will rank the combined company in the freight forwarding industry top three with a pro forma revenue of approximately USD 22 billion (DKK 142 billion) and a combined workforce of more than 70,000 employees. The combined company will have own operations in more than 90 countries.

Scale remains one of the key competitive advantages in freight forwarding with significant operational and commercial benefits.

The Air & Sea division will be strengthened and will further cement its position as one of the largest providers globally with more than 2.8 million containers (TEUs) and more than 1.6 million tonnes of air freight transported annually. GIL’s presence in the fast-growing emerging markets in APAC as well as Europe and Americas will be a strong addition to DSV’s existing network.