DSV A/S (CPSE:DSV) made an offer to acquire UTi Worldwide Inc. (NasdaqGS:UTIW) from P2 Capital Partners, LLC and other shareholders for approximately $860 million on September 13, 2015. DSV A/S offered $8.1 per share. On September 28, DSV revised the offer to acquire UTi Worldwide Inc. for $1.4 billion. DSV delivered a revised offer letter that reiterated the price of $8.1 per Ordinary Share, confirmed that $400 million would be allocated to redeem the Convertible Senior Notes, offered $161 million as the cash-out price for the Convertible Preference Share. On October 5, 2015, DSV delivered a revised offer letter that reiterated the price of $7.1 per Ordinary Share, confirmed that $400 million would be allocated to redeem the Convertible Senior Notes, offered $197 million as the cash-out price for the Convertible Preference Shares.

DSV A/S (CPSE:DSV) entered into an agreement to acquire UTi Worldwide Inc. (NasdaqGS:UTIW) from P2 Capital Partners, LLC and other shareholders for approximately $970 million on October 9, 2015. Under the terms of agreement, each ordinary share of the target outstanding will be converted into the right to receive$7.10 in cash. At the effective time of the merger, each Class A Preference Share will be converted into the right to receive $1,125.71 in cash. Each other stock based award outstanding immediately prior to the effective time of the merger will be canceled and converted into the right to receive an amount in $7.10 in cash. In case of termination of agreement, UTi Worldwide will pay DSV a termination fee of $34 million.

The completion of the merger is subject to certain customary conditions including the receipt of certain required antitrust and other regulatory approvals. The merger agreement requires that the merger be approved by each of the affirmative vote of at least a majority of the ordinary shares and convertible preference shares voting on an as-converted basis, the affirmative vote of at least two-thirds of the convertible preference shares outstanding voting together as a single class and the affirmative vote of at least a majority of the ordinary shares. Pursuant to the voting agreement, the shareholders have agreed to vote their ordinary shares and convertible preference shares in favor of the consummation of the merger. The agreement also contains a no shop provision.

On October 9, 2015, and in connection with the execution of the agreement, the shareholders, who collectively hold 10.63% of the outstanding ordinary shares and 0.18 million convertible preference shares entered into a irrevocable voting undertaking with DSV to approve the transaction. The transaction has been unanimously approved by both UTi and DSV's Boards of Directors. The transaction is also conditional on obtaining the approval of the shareholders of UTi and receipt of the relevant regulatory approvals. The transaction has fully committed financing and is not subject to any condition with regard to the financing. As of November 3, 2015, Federal Trade Commission approved the transaction.

As on November 9, 2015, UTi Worldwide Inc.'s Convertible Preference shareholders have voted in favor of the merger. The U.S. Federal Trade Commission notified UTi Worldwide Inc. that the U.S. Department of Justice and the Federal Trade Commission have granted early termination of the waiting period for the merger. All other competition and U.S. government approvals are in process, with either definitive or draft filings made for all required competition approvals. The transaction is expected to close in the first quarter of 2016. As of December 23, 2015, the transaction has been approved by European Commission. As on January 14, 2016, the shareholders of UTi Worldwide approved the deal. The closing of the merger remains subject to receipt of antitrust clearance in South Africa. As of January 20, 2016, the transaction is approved by antitrust authority in South Africa. The transaction is expected to close on January 22, 2016.

Michal Berkner, Scott V. Simpson, David E. Schwartz, Erica Schohn, Frederic Depoortere, Denis Klimentchenko, Ivan A. Schlager, Jose A. Esteves, Joseph N. Sacca, Ryan D. Junck, Sally A. Thurston, Timothy G. Nelson and Vered Rabia of Skadden, Arps, Slate, Meagher & Flom (UK) LLP and Dan Moalem of Moalem Weitemeyer Bendtsen Advokatpartnerselskab acted as legal advisors and Dirk Pahlke, Philipp Gillmann, Hannes Mungenast, James Ben, Nigel Higgins, Jesper Jensen, James Hilton and Stuart Fotheringham of Rothschild Inc. acted as a financial advisors for DSV A/S. Robert I. Townsend III, LizabethAnn R. Eisen, Keith Hallam, Michael L. Arnold, Joshua Ayal, Eric W. Hilfers, Jonathan J. Katz, Matthew J. Bobby, J. Leonard Teti II, Antje Hagena, Julie A. North, Jesse M. Weiss, George E. Zobitz, Matthew Morreale, David J. Kappos, Christopher P. Davis and Christopher C. Blackburn of Cravath, Swaine & Moore LLP acted as legal advisors for UTi Worldwide Inc. Morgan Stanley & Co. LLC acted as financial advisor for UTi. Anton Goldstein and Patrick Ormond of Conyers Dill & Pearman acted as legal advisors for DSV. Charles Ruck and David Wheeler of Latham & Watkins acted as legal advisors for Morgan Stanley. Morgan Stanley was paid a transaction fee of $16.6 million. MacKenzie Partners, Inc. acted as proxy solicitor to UTi Worldwide. Greg Boyd, Simon Hudd and George Weston of Harney's Corporate Services Limited acted as legal advisors for UTi Worldwide. Gabriel Kuznietz, Carlos Eduardo Orsolon, Adriana Chakour and Beatriz Dias Bistulfi of Demarest Advogados acted as legal advisors to DSV A/S.

DSV A/S (CPSE:DSV) completed the acquisition of UTi Worldwide Inc. (NasdaqGS:UTIW) from P2 Capital Partners, LLC and other shareholders on January 22, 2016.