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09.07.2018 – 07:06

CEVA Logistics AG

EQS-Adhoc: CEVA Logistics Announces Commencement of CEVA Group Plc Cash Tender Offer Concurrent with Refinancing


EQS Group-Ad-hoc: CEVA Logistics AG / Key word(s): Tender Offer
CEVA Logistics Announces Commencement of CEVA Group Plc Cash Tender Offer
Concurrent with Refinancing

09-Jul-2018 / 07:01 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR
The issuer is solely responsible for the content of this announcement.

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CEVA Logistics Announces Commencement of CEVA Group Plc Cash Tender Offer
Concurrent with Refinancing

Baar, Switzerland,- 9 July 2018 - CEVA Logistics ("CEVA" or the "Company")
announced today that, as part of the previously announced proposed refinancing,
its subsidiary, CEVA Group Plc ("CEVA Group"), has commenced a cash tender offer
and consent solicitation for any and all of CEVA Group's approximately $438
million aggregate principal amount of outstanding 9.0% First Lien Senior Secured
Notes due 2020 (the "Notes"), at the price set forth in the table below.

Title of Security                             CUSIP Nos.
Outstanding  Consent Date                                 Tender Offer   Consent
Total Consideration1

Principal                                                 Consideration1
Payment2

Amount

9.0% First Lien Senior Secured Notes due 2020 125182AK1 (144A) 125182AL9 (ACCD
INV) $438,393,380 5:00 p.m., New York City time, July 20, 2018 $997.50
$30.00   $1,027.50
                                              G2028CAT7 (Reg S) G2028CAU4 (Reg
S)
 
______________

1 For each $1,000 principal amount of Notes that are accepted for purchase,
excluding accrued but unpaid interest thereon. Accrued but unpaid interest
rounded to the nearest cent will be paid in cash in an amount equal to the cash
interest (as defined in the Indenture (as defined below)) and PIK Interest (as
defined in the Indenture) on the Notes up to but not including the Early Payment
Date or Final Payment Date (each as defined below), as applicable, in addition
to the Tender Offer Consideration or the Total Consideration (each as defined
below), as applicable. For information purposes only, based on expected Early
Payment Date of August 3, 2018, the accrued but unpaid cash interest equates to
$15.33 per $1,000 principal amount and the accrued but unpaid PIK interest
equates to $7.67 per $1,000 principal amount.

2 For each $1,000 principal amount of Notes tendered prior to the Consent Date
(as defined below) that are accepted for purchase.

Each holder who validly tenders its Notes and delivers consents to the proposed
amendments (the "Proposed Amendments") described below prior to 5:00 pm, New
York City time, on 20 July 2018 (the "Consent Date") shall be entitled to a
consent payment, which is included in the total consideration set forth in the
table above (the "Total Consideration") if such Notes are accepted for purchase
pursuant to the tender offer. Each holder who validly tenders its Notes after
the Consent Date but prior to the Expiration Date (as defined below) will be
eligible to receive the tender offer consideration, which is equal to the Total
Consideration less the consent payment (the "Tender Offer Consideration"). The
tender offer will expire at 11:59 pm, New York City time, on 3 August 2018 (the
"Expiration Date"), unless extended or earlier terminated. Tendered Notes may be
withdrawn and consents may be revoked at any time prior to the Consent Date but
not thereafter.

CEVA Group reserves the right, at any time or times following the Consent Date
but prior to the Expiration Date, (each such time, the "Early Acceptance Time")
to accept for purchase all of the Notes validly tendered prior to the Early
Acceptance Time. If CEVA Group exercises this option, it will pay the Total
Consideration 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.

Subject to the terms and conditions of the tender offer and consent
solicitation, CEVA Group will, at such time following the Expiration Date (such
time, the "Final Acceptance Time"), accept for purchase all of the Notes validly
tendered prior to the Expiration Date (or if CEVA Group has exercised its early
purchase option described above, all of the Notes validly tendered after the
Early Acceptance Time and prior to the Expiration Date). CEVA Group will pay the
applicable Total Consideration or Tender Offer Consideration, as the case may
be, for the Notes accepted for purchase at the Final Acceptance Time on a date
(each such date, the "Final Payment Date") promptly following the Final
Acceptance Time. CEVA Group will also pay on the Final Payment Date accrued and
unpaid interest up to, but not including, the Final Payment Date on the Notes
accepted for purchase at the Final Acceptance Time. CEVA Group currently expects
that the Final Payment Date will be on or about 6 August 2018.

The tender offer is expected to be financed with proceeds from the Company's
recently announced refinancing plan (the "New Debt"), the terms and amounts of
such New Debt will be subject to market conditions and other factors.

In conjunction with the tender offer, CEVA Group is also soliciting consents
from holders of the Notes to the adoption of the Proposed Amendments to the
Indenture, dated as of April 7, 2017, as supplemented by Supplemental Indenture
No. 1, dated as of March 19, 2018 (the "Indenture") governing the Notes and
related security documents to eliminate substantially all of the restrictive
covenants and certain events of default and related provisions contained in the
Indenture and to provide for the release of all of the liens on the collateral
securing the Notes. Adoption of the Proposed Amendments requires consents from
the holders of at least a majority of the outstanding aggregate principal amount
of Notes.

To the extent that any Notes are not tendered in the Tender Offer and the
Financing Condition is satisfied, CEVA Group intends to redeem such Notes on or
promptly after September 1, 2018 pursuant to the redemption and satisfaction and
discharge provisions of the Indenture 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. Pursuant to the provisions of the
Notes and Indenture, CEVA Group may elect to exercise its right to satisfy and
discharge the Indenture on the completion date of the Proposed Financing in the
event that it does not receive the Required Consents for the adoption of the
Proposed Amendments.

The consummation of the tender offer and consent solicitation is conditioned
upon, among other things, (i) the receipt of the proceeds from the issuance of
an aggregate principal amount of New Debt acceptable to CEVA Group in its sole
discretion to permit the closing of the tender offer and consent solicitation
and the redemption of any Notes that may remain outstanding after the Expiration
Date, (ii) the receipt of the consents of holders of at least a majority of the
outstanding aggregate principal amount of the Notes to the Proposed Amendments
and (iii) the execution of a supplemental indenture giving effect to the
Proposed Amendments with respect to the Notes. If any of the conditions 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. Full details of the terms and conditions
of the tender offer and consent solicitation is included in the Offer to
Purchase and Consent Solicitation Statement dated 9 July 2018 and related
materials (the "Tender Offer Documents").

None of CEVA Group, Wilmington Trust N.A. 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 will act 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.
Tender Offer Documents are being distributed to holders of Notes. The tender
offer and consent solicitations 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
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.

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End of ad hoc announcement------------------------------------------------------

702509  09-Jul-2018 CET/CEST