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UTi Worldwide: Form, Schedule Or Registration Statement No Filing Party: Date Filed:

The following excerpt is from the company's SEC filing.

The following communication was first sent to employees of UTi Worldwide Inc. on October 9, 2015.

Message to Employees

UTi Team,

About an hour ago, we announced to the market that UTi has signed an agreement to be acquired by DSV, one of the leading logistics providers in Europe and a company a lot like ours in many ways. We are excited to be joining a world-class organization and believe the combination of our two companies will bring meaningful value to our customers while providing unique benefits and opportunities to our employees.

This is a strategic combination for both companies. The success we have achieved with our plan this year has not only stabilized the business, but has made us an attractive partner for DSV, who recognizes the underlying strength of our business, our future prospects, and the value each of you bring to our business. DSV has grown well above the market in the past year, and this transaction will help the combined organization accelerate growth in many areas of the world. The price DSV is paying recognizes the value in our business while offering holders of our ordinary shares a price per share in cash at an attractive premium to recent market prices.

We faced a scale problem in forwarding. We have a great network, but at present we do not have sufficient volume in the network to generate the appropriate levels of return. Faced with the choice of difficult cuts in the unprofitable portions of our network or seeking scale through a combination, we chose the route we think maximizes value for our ordinary shareholders while offering attractive opportunities for our clients and employees to benefit from the work we have done to stabilize the business. Combining with DSV addresses this problem, while strengthening our business with a partner that shares a similar culture and strategic objective. Like UTi, DSV grew from roots in a small country and was able to expand their presence globally. Like UTi, DSV values agility, local empowerment, and focuses on clients and results. Positioned together and leveraging our combined strengths, we can bring solutions to our clients and our people that we could not have delivered on our own.

Here are a few key elements of what we will achieve together:

Create a company with a common focus on the client;

Enhance the geographic and business footprint for both entities, creating one of the world’s strongest transportation and logistics networks and the world’s fourth largest 3PL;

Create a global CL network of over 5M square meters (55M square feet) of warehousing space;

Create procurement scale with over 1.3M TEU and 600K tons in air under management;

Expand on their strength in European trucking with our distribution services on 3 additional continents;

Grow a healthy mix of clients by combining our strength with global clients and vertical capabilities with their well-established local client base.

Creating this on our own would have been practically impossible.

The CEO of DSV, Jens Bjørn Andersen, looks forward to welcoming our people to the new company. He says:

“DSV has a long history of acquisitions – a story that is also very much my own. Personally, I joined DSV when the company that I worked for back in 1997, Samson Transport, was acquired by DSV. Today, we have great employees that have joined us through a number of acquisitions – all of them contributing to our great company history. Our business is a people business, and we depend heavily on good people… Employees in UTi have experience and skills within areas that DSV do not, so there are obvious areas where we will learn from our new colleagues.”

We are still in the very early stages of this transaction. The signing of this agreement – which is all that has happened so far – is just the first step in the process. There are various conditions that have to be satisfied before the deal closes. Therefore, for...


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