Panalpina Board proposes new chairman and no dividend
April 11, 2019: Panalpina's board of directors have proposed to elect Thomas E Kern, who currently chairs Panalpina's independent board of directors, as chairman of the board at the upcoming annual general meeting (AGM) to be held on May 9, 2019.
He headed the final phase of evaluating the company's strategic options which then eventually led to the decision to recommend the transaction with DSV. He was elected to Panalpina's board of directors in 2015. From 2008 to 2014, Kern was CEO of Zurich Airport AG (Switzerland), and from 2002 to 2006 CEO of Globus-Gruppe (Switzerland).
If elected at the AGM, Kern will succeed Peter Ulber as chairman, who already in 2018 announced he would not stand for re-election at the AGM. Ulber will also not stand for re-election as a regular board member.'
In addition to this proposal, the board of directors proposes that no dividend be paid out to shareholders in 2019.
Proposal to refrain from dividend payment
In view of the recently announced public exchange offer submitted by DSV, which is based on a defined exchange ratio of Panalpina shares against DSV shares, Panalpina's board of directors also proposes that no dividend be paid out to shareholders in 2019. A dividend payment would be qualified as having a dilutive effect, which would lead to an adjustment of the offered exchange ratio.
The company said in its official release: 'Panalpina's board of independent directors has resolved to continue the grandfathering practice and to admit the Ernst Goehner Foundation, to vote with all its shares at the upcoming AGM.'