1. Who is Groupe Norbert Dentressangle?
Groupe Norbert Dentressangle is a leading transportation and logistics services company in continental Europe, with 190 locations in 13 countries. Groupe Norbert Dentressangle employs approximately 15,200 people, manages 2.8 million square meters of warehouse space and performs international transportation and contract distribution in Europe with 5,300 tractors and 6,500 trailers/tankers.
Groupe Norbert Dentressangle is active in all sectors of the economy with a portfolio of prestigious clients within Europe.
For the year end 31 December 2006 Groupe Norbert Dentressangle reported revenue of €1.608 billion, operating profit of €83.1 million and profit before tax of €76.5 million.
2. Why is the Board of Christian Salvesen recommending this proposed acquisition?
This acquisition is a major step in the development of Christian Salvesen and Groupe Norbert Dentressangle. The combination will create a transport and logistics business with a wider range of services and capabilities, greater geographical coverage and a commitment to bring together the best of both businesses.
The Board of Christian Salvesen believes that the offer price is a fair and attractive.
3. What is the anticipated timetable?
As Christian Salvesen is a public company listed on the London Stock Exchange, there is a formal process to implement the proposed acquisition, which is intended to be implemented as a scheme of arrangement under the Companies Act. The following is an outline timetable of key events:
All Christian Salvesen shareholders will be sent a document containing details of the proposed acquisition, which is expected to be posted on or around 15 October 2007.
The proposed acquisition will then require the approval of the Christian Salvesen shareholders at a meeting convened by the Court and an extraordinary general meeting, which are expected to be held on or around 7 November 2006.
Owing to the size of Christian Salvesen and Groupe Norbert Dentressangle, the proposed acquisition also requires standard approval by the European Commission under EU competition law, which is expected to be received by early December 2007.
Finally, the transaction will require Court approval at a hearing or hearings expected to be held in the middle of December and, if approved, it will become effective shortly thereafter.
The steps required to implement the acquisition and the timing of them could be affected by a number of factors, including any decision by Groupe Norbert Dentressangle to switch the structure of the bid to an offer rather than a scheme of arrangement. If that happens, details of changes to the terms of the offer and an explanation of the new timetable will be announced to the London Stock Exchange and appropriate documents will be sent to Christian Salvesen shareholders.
4. How do I vote?
The offer document you will be sent will contain all the information you need on how to cast your votes on the proposed acquisition. You are strongly encouraged to complete and return the forms of proxy you will be sent whether or not you intend to attend the shareholder meetings.
5. I have not been sent the documents. What should I do?
You can expect to receive the offer document by about 19 October 2007. If you have changed address recently and not informed Christian Salvesen's registrars, you should contact them. They are Capita Registrars and can be reached by telephone on 0870 162 3100 or by email at SSD@Capitaregistrars.com.
6. When should I expect to receive the proceeds?
Within 14 days of the effective date of the Scheme, which, assuming the timetable for this proposed acquisition runs according to plan, would be mid- to late December.
7. Is there a shares alternative to cash?
No, the offer is being made entirely in cash. However, Groupe Norbert Dentressangle intends to offer Christian Salvesen Shareholders (other than Restricted Overseas Persons) the option of receiving Loan Notes instead of cash under the Loan Note Alternative. Full details will be included in the Scheme Document.
8. Who should I contact for queries about my shareholding?
You should contact our registrars, Capita Registrars, whom you reach by telephone on 0870 162 3100 or by email at SSD@Capitaregistrars.com.
Alternatively their address is Northern House, Woodsome Park, Fenay Bridge, Huddersfield, West Yorkshire, HD8 0LA.
9. What if I own my shares through a broker?
If you own shares through a broker, bank or other nominee, information regarding the payment in exchange for those shares will be furnished to you by that nominee. Where relevant, you are encouraged to give appropriate voting instructions to your nominee.
