The board of directors for the company, which is being acquired by DSV, also proposes that no dividends be paid to shareholders in 2019.
Panalpina’s board of directors has proposed to elect Thomas E. Kern as chairman of the board at the upcoming annual general meeting May 9.
The announcement said the board also proposes that no dividends be paid to shareholders in 2019.
The Danish logistics company DSV is acquiring Panalpina through an all-stock deal worth about $4.6 billion. The combined company, to be known as DSV Panalpina, will become the world’s fourth-largest freight forwarder with annual pro forma revenue of about $17.7 billion and a combined workforce of more than 60,000 employees.
A press release announcing his nomination to chair the board said Kern “headed the final phase of evaluating the company’s strategic options which then eventually led to the decision to recommend the transaction with DSV.”
Kern currently chairs Panalpina’s independent board of directors. He was elected to the board in 2015. From 2002 to 2006, Kern was CEO of Globus-Gruppe in Switzerland. From 2008 to 2014, he was CEO of Zurich Airport AG.
If elected, Kern will succeed Peter Ulber, who previously announced he would not stand for re-election as chairman of the board of directors. He also will step down from the board.
Regarding the proposal that no dividend payment be made to shareholders, the press release said, “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.”
With respect to voting rights, 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 general meeting.