UTi Worldwide Sets Record Date and Special Meeting Dates and Will Disclose Fiscal 2016 Third Quarter Financial Results Via Fo...
24 11월 2015 - 6:05AM
UTi Worldwide Inc. (NASDAQ:UTIW) today announced that its board of
directors has established a record date and meeting date for the
special shareholders meeting and special class meeting to
approve and adopt the previously announced proposed acquisition of
UTi by DSV A/S. UTi shareholders of record at the close of business
on December 3, 2015 will be entitled to notice of the special
meeting of all shareholders (including UTi's convertible preference
shareholders voting on an as-converted basis) to be held on January
14, 2016, and also entitled to notice of the special class meeting
of ordinary shareholders (excluding UTi's largest shareholder and
the convertible preference shareholders voting on an as-converted
basis) scheduled to be held immediately after the special
shareholders meeting.
UTi will make available to all shareholders of record important
information about the special shareholders meeting and special
class meeting and the matters to be considered. Shareholders are
urged to review that information when it becomes available.
UTi also announced that it will disclose its fiscal third
quarter financial results for the period ended October 31, 2015
solely in its Quarterly Report on Form 10-Q. The document will be
accessible in the Investor Relations section of UTi's website at
www.go2uti.com and at the SEC's website at www.sec.gov. UTi does
not intend to conduct an investor conference call.
About UTi Worldwide
UTi Worldwide Inc. is an international, non-asset-based supply
chain services and solutions company providing air and ocean
freight forwarding, contract logistics, customs brokerage,
distribution, inbound logistics, truckload brokerage and other
supply chain management services. The Company serves a large and
diverse base of global and local companies, including clients
operating in industries with unique supply chain requirements such
as the pharmaceutical, retail, apparel, chemical, automotive and
technology industries. The Company seeks to use its global network,
proprietary information technology systems, relationships with
transportation providers, and expertise in outsourced logistics
services to deliver competitive advantage to each of its clients'
supply chains.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This press release includes forward-looking statements made in
reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Among other things, these
forward-looking statements may include statements regarding the
proposed merger between the Company and DSV A/S ("DSV"). The
Company's actual results may differ materially from those described
in forward-looking statements. Such statements are based on current
expectations of the Company's performance and are subject to a
variety of factors, some of which are not under the control of the
Company, which can affect the Company's results of operations,
liquidity or financial condition. Factors that might cause or
contribute to a material difference include, but are not limited
to, the risks in the Company's filings with the Securities and
Exchange Commission ("SEC"), including those listed in Item 1A
"Risk Factors" in its annual report on Form 10-K relating to the
fiscal year ended January 31, 2015 filed with the SEC, those risks
discussed in the preliminary proxy statement filed with the SEC on
November 9, 2015, and the following: the Company has incurred
losses for each of the last three fiscal years and during the three
and six months ended July 31, 2015 and such losses are expected to
continue; the Company's ability to maintain sufficient liquidity
and capital resources to fund its business and to generate
sufficient cash to service its debts and other obligations; the
Company's ability to refinance its indebtedness when it comes due,
including near term maturities; the Company's ability to accurately
predict its future business results and liquidity; risks associated
with the Company's clients, including delays or the inability by
such clients to pay the Company; the risk that the Company may not
be able to achieve its expected working capital improvements;
volatility with respect to global trade; global economic, political
and market conditions and unrest, including those in Africa, Asia
Pacific and Europe; volatile fuel costs; transportation capacity,
pricing dynamics and the Company's ability to secure space on third
party aircraft, ocean vessels and other modes of transportation;
changes in interest and foreign exchange rates, particularly with
respect to the South African rand and the Euro; material
interruptions in transportation services; risks of international
operations; risks that the carrying values of the Company's assets
might be impaired; risks associated with, and the potential for
penalties, fines, costs and expenses the Company may incur as a
result of an investigation by the government of Brazil into the
international air freight and air cargo transportation industry;
risks of adverse legal judgments or other liabilities not limited
by contract or covered by insurance; risks associated with the
pending securities class action lawsuit and pending investigation
by the SEC; the Company's ability to retain clients while facing
increased competition; disruptions caused by epidemics, natural
disasters, conflicts, strikes, wars and terrorism; the impact of
changes in the Company's effective tax rates; the Company's ability
to maintain effective disclosure controls and procedures and
effective internal control over financial reporting; the other
risks and uncertainties described herein and in the Company's other
filings with the SEC; and other factors outside the Company's
control. Other risks and uncertainties include the timing and
likelihood of completion of the proposed merger between the Company
and DSV, including the timing, receipt and terms and conditions of
any required governmental and regulatory approvals for the proposed
merger that could cause the parties to abandon the transaction; the
possibility that the Company will not receive the required ordinary
shareholder approvals; disruption from the proposed merger making
it more difficult to maintain business and operational
relationships; the risk that unexpected costs will be incurred; the
possibility that the proposed merger does not close, including due
to the failure to satisfy the closing conditions; as well as more
specific risks and uncertainties. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made, are not guarantees of future performance or
results, and are subject to risks, uncertainties and assumptions
that are difficult to predict or quantify. Because the information
herein is based solely on data currently available, it is subject
to change as a result of changes in conditions over which the
Company has no control or influence, and should not therefore be
viewed as assurance regarding the Company's future performance. The
Company undertakes no obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as may be required by law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The proposed transaction involving DSV and the Company will be
submitted to the Company's shareholders for their consideration. In
connection with the proposed transaction, the Company has filed
relevant materials with the SEC, including the Company's proxy
statement in preliminary form. The Company intends to file a
definitive proxy statement and mail it to its shareholders. This
communication is not intended to be, and is not, a substitute for
such filings or for any other document that DSV or the Company may
file with the SEC in connection with the proposed transaction.
SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE COMPANY'S PRELIMINARY PROXY STATEMENT,
AND THE COMPANY'S DEFINITIVE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, CAREFULLY, BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION. The proxy statement and other relevant
materials (when they become available) and any other documents
filed or furnished by DSV or the Company with the SEC may be
obtained free of charge at the SEC's web site at www.sec.gov. In
addition, security holders will be able to obtain free copies of
the proxy statement from the Company by going to its investor
relations page on its corporate web site at www.go2uti.com.
PARTICIPANTS IN THE SOLICITATION
DSV, the Company, their respective directors and certain of
their respective executive officers and employees may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information about the Company's directors
and executive officers is set forth in its definitive proxy
statement filed with the SEC on May 13, 2015, and in the
preliminary proxy statement filed by the Company on November 9,
2015. These documents are available free of charge from the SEC and
by going to the Company's investor relations page on its corporate
web site at www.go2uti.com. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed transaction will be included in the
proxy statement and other relevant materials DSV and the Company
file with the SEC.
CONTACT: Rick Rodick
Chief Financial Officer
(562) 552-9400
rrodick@go2uti.com
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