NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. CMA CGM TO ACQUIRE NOL, REINFORCING ITS POSITION IN GLOBAL SHIPPING Proposed cash acquisition of NOL at SGD 1.30 per NOL share, representing a 49% premium to NOL s unaffected share price 1, fully financed Strategic acquisition resulting in combined turnover of USD 22 billion 2 and fleet size of 563 vessels Complementary geographical strengths enhance the diversity of CMA CGM s trade portfolio and consolidate its position on strategic trade routes CMA CGM will establish its regional head office in Singapore, which will reinforce Singapore s leadership position in the shipping industry Significant operational synergies Transaction is unanimously approved and recommended by NOL Board NOL s majority shareholders (Temasek and its affiliates) fully support the transaction and have irrevocably undertaken to tender all of their shares into the Offer Singapore and Marseille (France), December 7, 2015 - CMA CGM, a global leader in container shipping, today announces a pre-conditional voluntary general cash offer for Neptune Orient Lines (NOL), Southeast Asia s largest container shipping company (SGX: N03), subject to the satisfaction of the pre-conditions specified in such announcement. NOL s majority shareholders (Temasek and its affiliates) have irrevocably undertaken to tender all of their shares in acceptance of the Offer. Upon the satisfaction of the pre-conditions (namely, approvals from antitrust authorities), CMA CGM will launch an offer at a price of SGD 1.30 per share, which represents a 49% premium to NOL s unaffected share price 1 and a 33% premium 1 to NOL s 3 month volume-weighted average share price to July 16, 2015. Commenting on this transaction, Rodolphe Saadé, Vice-Chairman of CMA CGM, said: This transaction will represent a significant milestone in the development of CMA CGM. Leveraging the complementary strengths of both companies, CMA CGM will further reinforce its position as a leader in global shipping with combined revenue of USD 22 billion 2 and 563 vessels. By bringing together the know-how of both teams, the enlarged group will be even better positioned to provide premium services to its customers across all markets. At a time when the shipping industry is facing strong headwinds, scale is more critical than ever to capitalize on synergies and capture growth opportunities wherever they arise. I firmly believe CMA CGM will enable NOL to address the industry s new challenges. We recognise the strategic importance of Singapore as a key hub for the maritime industry and we are committed to reinforcing its regional leadership. Ng Yat Chung, CEO of NOL, said: The combined market presence delivered by the transaction would achieve the scale needed to enhance competitiveness for NOL s operations and offer a clear and sustainable long term direction for the combined entity. The transaction would enable NOL to grow as part of a larger entity with the resources of the world s third largest container shipping line. Tan Chong Lee, Head Portfolio Management at Temasek, said: We are supportive of this transaction as it presents NOL with an opportunity to join a leading player with an extensive global presence and solid operational track record. The combination of NOL and CMA CGM will create a leading shipping company that delivers reliable and efficient service to its customers. Their complementary strengths will yield mutually beneficial results. We also note and welcome the commitment of CMA CGM to enhance Singapore s position as a key maritime hub and grow Singapore s container throughput volumes. Created in 1978 by Jacques Saadé, CMA CGM is the world s third largest container shipping firm, with 469 vessels and a global market share of 8.8%. In 2014, the Group handled over 12 million TEUs and generated USD 16.74 billion in revenues. A founding 1 Based on an unaffected share price of SGD0.875 as of 16 July 2015, the last full trading day before NOL s announcement on 19 July 2015 in relation to media reports regarding a potential sale of NOL 2 Based on LTM 3Q 2015 revenues, excluding contribution from NOL s APL Logistics business 1
member of the Ocean Three Alliance with UASC and CSCL, CMA CGM is present across 160 countries, with 22,000 employees in 655 offices, and has a fleet capacity of 1,781 thousand TEUs. NOL is a leading shipping company operating under the American President Lines (APL) brand. In 2014, the company s revenues 2 reached USD 7.04 billion. Currently, NOL has more than 7,400 employees in 180 offices across more than 80 countries and operates 94 vessels, representing 618 thousand TEUs in fleet capacity. Reinforcing CMA CGM s position in the container shipping industry with strong complementary strengths This acquisition would enable CMA CGM to reinforce its position in the container shipping industry, and achieve the following: capacity of 2,399 thousand TEUs and combined fleet of 563 vessels market share of approximately 11.5% (vs 8.8% for CMA CGM and 2.7% for NOL) combined turnover of c. USD 22 billion 2. CMA CGM has a leading position on the Asia-Europe, Asia-Mediterranean, Africa and Latin America routes, whilst APL is strong along the Transpacific, Intra-Asia and Indian subcontinent shipping routes. The enlarged entity will strengthen its position on strategic shipping routes, especially in key markets such as United States, Intra-Asia and Japan, and will boast a balanced trade portfolio. Following the transaction, the combined group would hold market shares from 7% to 19% on the routes on which it operates. CMA CGM is looking forward to welcoming APL into CMA CGM s world and intends to retain and develop the APL brand. With a historic presence in the US, APL would add to CMA CGM s operations in this region. The combination of CMA CGM and APL s highly skilled teams would enable the combined group to offer a premium service to all its customers. The combined group s customers would have access to an enlarged and well-balanced shipping coverage across all the strategic trades of global commerce, and to an extended range of products and services. Creating scale to enhance competitiveness The industry is currently facing significant challenges with strong pressure on capacity and pricing. In this context, companies need to enlarge their reach and coverage in order to benefit from economies of scale and deliver the full range of services to their customers. In order to deliver sustainable performances in the mid-term, scale provides a strategic advantage. The combination of the two groups would create synergies and enable the following competitive advantages: the optimization of vessels and occupancy rates on routes economies of scale in terms of purchasing costs, logistics costs and chartering costs a larger and more flexible fleet, allowing to deploy the most efficient vessels on any given route Overall, the trade portfolio of the combined group would be better balanced, with increased resilience in times of market volatility. CMA CGM has substantial experience in the integration of businesses and expects the enlarged entity to achieve significant operational synergies. Commitment to Singapore: Reinforcing Singapore s leadership in the maritime and shipping industry CMA CGM attaches significant importance to Singapore and the region for the deployment of its strategy in Asia. The combined entity would reinforce Singapore s leadership in the maritime and shipping sector as the city-state seeks to increase maritime services and transportation volumes, including committing more volumes through Singapore. CMA CGM will also contribute to reinforce Singapore as a center of excellence in the field of maritime activities as CMA CGM plans to use Singapore as a key hub in Asia. In this regard, CMA CGM plans to establish its regional head office in Singapore. This consolidation of CMA CGM s longstanding presence in Asia in Singapore aims at providing efficient and quality services to customers in the region. Following this transaction, CMA CGM intends to further leverage NOL s historic legacy and reinforce its presence in Singapore. Details of the transaction The transaction is valuing NOL at a price to book ratio of 0.96 times. The transaction will be financed by a combination of available cash and bank financing provided by a syndicate of international banks. 2
Post-closing, CMA CGM intends to deleverage its balance sheet within 18 to 24 months through synergies and assets sales for an amount of at least USD 1 billion, with the aim to reduce debt gearing ratio to below 0.8 times. The boards of NOL and CMA CGM have unanimously approved the terms of the proposed transaction, which is still subject to the approval of the relevant anti-trust authorities as set out in the Pre-Conditional Offer Announcement. The offer will be launched without delay after approval of the relevant authorities which is expected by mid-2016. A Press Conference will be held at 4.00 PM in Singapore at Conrad Centennial Singapore East West Ballroom, Level 2 Two Temasek Boulevard Singapore 038982 Media may follow the press conference via webcast at: http://edge.media-server.com/m/p/6oks8jwy For more information, please visit the dedicated website www.ccn-web.com About the CMA CGM Group: CMA CGM, founded and led by Jacques R. Saadé is a leading worldwide shipping group. Its 469 vessels call more than 400 ports in the world, on all 5 continents. In 2014, they carried 12.2 million TEUs (twenty-foot equivalent units). CMA CGM has grown continuously, and has been constantly innovating to offer its clients new sea, land and logistics solutions. With a presence in 160 countries, through its 655 agencies network, the Group employs 22,000 people worldwide, including 2,400 in its headquarter in Marseille. www.cma-cgm.com About NOL: Headquartered in Singapore, NOL is the largest shipping company listed on the Singapore Exchange. Its container shipping arm, APL, provides world-class container shipping and terminal services, as well as intermodal operations supported by leading-edge IT and e- commerce. APL offers transcontinental cargo shipping across Asia, North and South America, Europe, the Middle East, the Indian subcontinent and Australia through more than 80 weekly services at 160 ports worldwide. www.nol.com.sg Media contacts CMA CGM Brunswick Singapore Will Carnwath, Jenny Yeo +65 6426 8188 France Laurent Perpère, Aurélia de Lapeyrouse +33 1 53 96 83 83 US Alex Finnegan +1 (202) 521 1451 NOL Pamela Pung +65 6371 7959 Email: pamela_pung@nol.com.sg Shirley Poo +65 6371 5180 Email: Shirley_Poo@nol.com.sg Bell Pottinger Mark Worthington Email: mworthington@bellpottinger.com This press release should be read in conjunction with the Pre-Conditional Offer Announcement and the announcement issued by NOL in response thereto, each dated 7 December 2015. As stated in NOL s response announcement, the Directors of NOL will appoint an independent financial adviser to advise them in connection with the Offer and the Directors of NOL will make their final recommendation on the Offer, and such advice and recommendation will be disclosed in the formal document containing the Offer. Shareholders of NOL are advised to read all the documents relating to the pre-conditional Offer that are filed with the Singapore Exchange ("SGX-ST") when they become available because they contain important information. Copies of the documents may be obtained, when available, from the website of the SGX-ST (www.sgx.com). The directors of CMA CGM (including any who may have delegated detailed supervision of this press release) have taken all reasonable care to ensure that facts stated and all opinions expressed in this press release are fair and accurate and that no 3
material facts have been omitted from this press release, the omission of which would make any statement in this press release misleading, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources or obtained from NOL, the sole responsibility of the directors of CMA CGM has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this press release. The Directors of NOL (including any who may have delegated detailed supervision of this press release) have taken all reasonable care to ensure that the statement made by Ng Yat Chung, Group President & CEO of NOL, and the references to their recommendation for the Offer which are included in this press release ( NOL Statements ) are fair and accurate and that no material facts have been omitted from the NOL Statements, and they jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or publicly available sources, the sole responsibility of the Directors of NOL has been to ensure through reasonable enquiries that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this press release. Except for the NOL Statements, the Directors of NOL accept no responsibility for any other fact stated or opinion expressed in this press release. All statements other than statements of historical facts included in this press release are or may be forward-looking statements. Forward-looking statements include but are not limited to those using words such as expect, anticipate, believe, intend, project, plan, strategy, forecast and similar expressions or future or conditional verbs such as will, would, should, could, may and might. These statements reflect CMA CGM's current expectations, beliefs, hopes, intentions or strategies regarding the future and assumptions in light of currently available information. Such forward-looking statements are not guarantees of future performance or events and involve known and unknown risks and uncertainties. Accordingly, actual results may differ materially from those described in such forward-looking statements. Shareholders and investors should not place undue reliance on such forward-looking statements, and CMA CGM does not undertake any obligation to update publicly or revise any forward-looking statements, subject to compliance with all applicable laws and regulations and/or rules of the SGX-ST and/or any other regulatory or supervisory body or agency. NOTICE TO HOLDERS IN THE US The pre conditional Offer relates to the securities of a non-us company, which is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements presented have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for an investor to enforce any rights and any claim it may have arising under U.S. federal securities laws, since CMA CGM and NOL have their corporate headquarters outside of the United States, and some or all of their officers and directors may be residents of foreign countries. An investor may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court s judgment. NOTICE TO HOLDERS IN THE UK This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as relevant persons ). Any investment activity to which this document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents OFFERING RESTRICTIONS This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities of CMA CGM and/or NOL. The pre-conditional Offer described herein is not made (and is not intended to be made), directly or indirectly into any other jurisdiction in which such Offer would be unlawful prior to the registration or qualification under the laws of such jurisdiction. Accordingly, persons who come into possession of this press release should inform themselves of and observe these restrictions. 4
Operated Capacity and Market Share 5