UTi Worldwide Withdraws Its Financial Guidance
09 Noviembre 2015 - 5:09PM
UTi Worldwide Inc. (NASDAQ:UTIW) today announced that it is
withdrawing the financial guidance provided on September 3, 2015
for all financial metrics and periods presented. Such financial
guidance should no longer be relied upon as a representation of the
Company's best estimate of future results. In light of the
Company's announced transaction with DSV and the disclosures
regarding the Company's recent financial performance as set forth
in the preliminary proxy statement filed with the SEC earlier
today, the Company will not be providing financial guidance for
future periods.
On November 3, 2015, the U.S. Federal Trade Commission notified
the Company that the U.S. Department of Justice and the U.S.
Federal Trade Commission have granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, in connection with the Company's announced
transaction with DSV. All other competition and U.S. government
approvals are in process, with either definitive or draft filings
made for all required competition approvals. The Company has filed
its preliminary proxy statement with the SEC and it is working to
complete the transaction with DSV as promptly as practicable, which
is expected to be in the first calendar quarter of 2016, as
previously announced.
On November 5, 2015, the Company held a special meeting of the
holders of the series of Class A Preference Shares, with no par
value, of the Company designated the Convertible Preference Shares.
At such meeting, the holders of the Convertible Preference Shares
unanimously voted in favor of the DSV merger agreement, the merger
and the transactions contemplated thereby.
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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