Descartes Launches Conditional Voluntary Cash Tender Offer to
Acquire All Outstanding Shares of Porthus at a Price of EUR
12.50 Per Share
GlobeNewswire 2010-02-22
WATERLOO, Ontario, Feb. 22, 2010 (GLOBE NEWSWIRE) -- The Descartes
Systems Group Inc. (Nasdaq:DSGX) (TSX:DSG), a federated global
logistics network, has, through its wholly-owned subsidiary Dexxcartes
bvba ("Dexxcartes"), launched a conditional voluntary cash tender offer
(the "Offer") to acquire all outstanding shares of Zemblaz NV (NYSE
Alternext Brussels:ALPTH) (formerly denominated Porthus NV, "Porthus"),
a leading provider of global trade management solutions, at EUR 12.50
per share, as well as all outstanding warrants of Porthus. On December
14, 2009, Descartes announced that Dexxcartes had filed with the CBFA
(the Belgian banking and finance supervisory authority) its intention
to launch the Offer.
The cash Offer price for outstanding warrants is EUR 12.33 per warrant
issued pursuant to Porthus' April 21, 2000 warrant plan and EUR 20.76
per warrant issued pursuant to Porthus' November 7, 2001 warrant plan.
As of December 11, 2009, Porthus had 2,348,790 outstanding shares and
23,759 warrants convertible into 71,277 additional shares. Depending on
the number of warrants exercised for shares prior to closing, the
aggregate consideration payable by Dexxcartes as part of the Offer
would be between approximately EUR 29.7 million (equivalent to
approximately USD 40.5 million) and EUR 30.3 million (equivalent to
approximately USD 41.3 million). The consideration will be paid by
Dexxcartes from its available cash on-hand.
The Offer is conditional on Dexxcartes acquiring 95% of Porthus'
outstanding shares and there being no material adverse change to
Porthus or its business prior to closing. If Dexxcartes acquires, as a
consequence of the Offer, 95% or more of Porthus' shares, then
Dexxcartes will proceed with a buy-out offer of the remaining shares on
the same terms as the Offer.
Certain shareholders of Porthus, holding 51.8% of the shares of
Porthus, including the reference shareholder Saffelberg Investments and
all Executive Management, have committed to support the Offer and
tender their shares and warrants to Dexxcartes in the Offer.
Porthus' Board of Directors and Executive Management have expressed
their unanimous support for this Offer. Porthus' board's formal
response to the Offer is included in the memorandum in reply included
in the prospectus for the Offer.
The prospectus is available free of charge, together with acceptance
forms, at the offices of ING Belgium or through the following telephone
numbers: +32 02/464/60/01 (Dutch/English) or +32 02/464/60/02
(French/English). The prospectus is also available at
www.ing.be/private/showdoc.jsp?docid=033625&menopt=pro|sav|aan|mis&lang
=en.
Porthus securitiesholders can accept the Offer from February 22, 2010
through to, and including, March 12, 2010 until 16:00 Central European
Time. Such acceptances can be made at the offices of the financial
agent, ING Belgium, at no charge. Such acceptances can also be made
through any financial intermediary in Belgium with any costs that these
financial intermediaries may charge being payable by the
securitiesholder.
The results of the Offer will be announced by March 19, 2010.
Securitiesholders who have validly accepted the Offer during the
acceptance period, will be paid within 10 working days after the
announcement of the results, through wire transfer onto the bank
account indicated by the securitiesholder in the acceptance form.
About Porthus
Porthus (NYSE Alternext:ALPTH) is a leading provider of Global Trade
Management solutions, enabling organizations to manage complex business
processes across the supply chain. Porthus uses innovative technologies
to allow its customers to interact and conduct business with multiple
trade partners using its networked platform. Porthus develops, hosts
and manages software applications on this central multi-enterprise
platform. The company delivers its Global Trade Management solutions to
over 1,000 companies based in Europe and beyond. Porthus is
headquartered in Lier (Antwerp), Belgium. The company has offices in
Belgium (Lier and Ghent), the Netherlands (Hoofddorp and Eindhoven) and
Slovakia (Namestovo and Zilina). Porthus has approximately 170
employees.
About Descartes
Descartes (TSX:DSG) (Nasdaq:DSGX) is making the world a better place by
enabling global organizations with logistics-intensive businesses to
save money by improving the productivity and performance of their
operations. Underlying Descartes' offerings is the Descartes Global
Logistics Network (GLN), one of the world's most extensive multi-modal
business applications network. As a federated platform, the Descartes
GLN combines with component-based 'nano' sized applications to provide
messaging services between logistics trading partners, shipment
management services to help manage third party carriers and private
fleet management services for organizations of all sizes. Descartes'
solutions and services deliver results by enabling organizations around
the world to reduce administrative costs, billing cycles, fleet size,
contract carrier costs, and mileage driven; improve pickup and delivery
reliability; and optimize working capital through fleet visibility.
Descartes' hosted, transactional and packaged solutions deliver
repeatable, measurable results and fast time-to-value. Descartes
customers include an estimated 1,600 ground carriers and more than 90
airlines, 30 ocean carriers, 900 freight forwarders and third-party
providers of logistics services, and hundreds of manufacturers,
retailers, distributors, private fleet owners and regulatory agencies.
The company has more than 400 employees and is based in Waterloo,
Ontario, with operations in Atlanta, Copenhagen, Heverlee, Pittsburgh,
Ottawa, Montreal, Miami, Minneapolis, Washington DC, Derby, London,
Silver Spring, Stockholm, Suzhou, Shanghai, Tokyo, and Toronto. For
more information, visit www.descartes.com.
The Descartes Systems Group logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=4065
Safe Harbour Statement
This release contains forward-looking information within the meaning of
applicable securities laws ("forward-looking statements") that relate
to the Offer; the impact of the Offer on Porthus and Descartes'
businesses and ability to serve customers; the timing of announcement
of results of the Offer; and other matters. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors and assumptions that may cause the actual results, performance
or achievements to differ materially from the anticipated results,
performance or achievements or developments expressed or implied by
such forward-looking statements. Such factors include, but are not
limited to, the ability to successfully complete the Offer; the ability
to integrate Porthus and Descartes; the impact of foreign currency
exchange rates; the ability to predict expenses associated with and
revenues from the combined businesses; applicable stock exchange and
regulatory approvals; ability to retain or obtain sufficient capital to
execute on future business strategy; the ability to attract and retain
key personnel and the ability to manage the departure of key personnel;
departures of key customers; and other factors and assumptions
including those included in the section entitled, "Certain Factors That
May Affect Future Results" in documents filed by Descartes with the
Securities and Exchange Commission, the Ontario Securities Commission
and other securities commissions across Canada. If any such risks
actually occur, they could materially adversely affect the Offer or the
business, financial condition or results of operations of Porthus
and/or Descartes. Readers are cautioned not to place undue reliance
upon any such forward-looking statements, which speak only as of the
date made. Forward-looking statements are provided for the purpose of
providing information about current expectations and plans relating to
the future. Readers are cautioned that such information may not be
appropriate for other purposes. Neither Porthus nor Descartes
undertakes or accepts any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect
any change in our expectations or any change in events, conditions or
circumstances on which any such statement is based, except as required
by law.
CONTACT: Descartes Systems Group
Laurie McCauley
+1 519 746 6114 ext.2358
investor@descartes.com
Nicole German, Vice President, Marketing & Communications
1 416 816 5251
ngerman@descartes.com
Porthus
Ina Suffeleers, Corporate Communications &
Investor Relations Manager
+32 (0) 3 800 06 30
Mobile: +32 (0) 495 59 02 32
ina.suffeleers@porthus.com
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