CEVA Logistics Announces Early Results of Cash Tender Offer and Waiver of Consent Condition Montag, 23. Juli 2018 - 07:01

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.