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Actionable news in UTIW: UTi Worldwide Inc.,


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

relating to Convertible Preference Shares and Company Ordinary Shares

This Deed


DSV A/S, a Danish corporation with an address of Hovedgaden 630, DK-2640 Hedehusene, Denmark (“


Louvre Acquisitionco, Inc., a BVI Business Company whose registered office is at Commerce House, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (“

Merger Sub

P2 Capital Partners, LLC of 590 Madison Avenue, 25th Floor, New York, New York 10022 (“

”); and

The persons whose names are set out in Item 1 of Schedule 1 (each, a “



On the date hereof, Parent, UTi Worldwide, Inc. (the “

”) and Merger Sub have entered into the Merger Agreement pursuant to which Parent, Company and Merger Sub have agreed to implement an acquisition of the Company by way of a merger between Merger Sub (a wholly owned Subsidiary of Parent) and the Company under the provisions of the BVI Act (the “

The Shareholders have irrevocably agreed, subject to the terms of the Deed, to vote their Shares in accordance with the provisions of this Deed.

Under the terms of the Merger, the Shareholders will receive the Merger Consideration for each Company Ordinary Share cancelled and the Preference Merger Consideration for each Convertible Preference Share cancelled.

It is agreed as follows:



Capitalized terms used in this Deed and not otherwise defined shall have the meanings given to them in the Merger Agreement and the following terms shall have the following meanings:

As-Converted Basis

” has the meaning given to such term in the Memorandum;

Confidential Information

” means this Deed, the Merger Agreement and the other transaction documents related to the Merger, and information relating to the provisions and the process of their negotiation, and includes written information and information transferred or obtained orally, visually, electronically or by any other means;

” means this document, including any schedule or annexure to it;


” means sell, transfer, assign, exchange, cancel, convert, declare a trust over, Encumber or otherwise dispose of, or agree to accept or do any of those things;


” means the right of dissent in relation to the Merger pursuant to the provisions of Section 179 of the BVI Act;


” means a mortgage, charge, pledge, lien, hypothecation, grant of voting rights to a third party, or an agreement or arrangement to create any of them (and/or any agreement or arrangement having equivalent effect) and “

” has a corresponding meaning;

General Company Meeting

” means a meeting of the shareholders of the Company convened for the purpose of obtaining the Required Shareholder Approval, but excluding for the avoidance of doubt the Ordinary Class Meeting;

Governance Agreement

” means the amended and restated letter agreement between P2 and the Company dated February 26, 2014 (as amended from time to time in accordance with the terms thereof);

” has the meaning ascribed to it in Recital A;

“Merger Agreement

” means the merger agreement entered into among Parent, Merger Sub and the Company on the date of this Deed, as the same may be amended or restated pursuant to the terms thereof (but excluding any Relevant Amendment);


” means a bank, broker or other nominee in whose name the Voting Shares beneficially owned by the Shareholders are registered;

Notice of Meeting

” means the notice of the General Company Meeting and explanatory statement required to be sent to shareholders of the Company in accordance with Section 170(5)(b) of the BVI Act in relation to the Merger, as the same may be amended from time to time;

Permitted Disposal

” means one or more transfers or disposals of up to 5,254,185 Company Ordinary Shares in the aggregate by P2 Capital Master Fund VIII, LLC provided that (i) such transfer or disposal is legally required by the terms of the Prior Agreements; and (ii) where the Prior Agreements allow for a period of time to effect such a transfer or disposal, it shall only constitute a Permitted Disposal if the transfer or disposal is effected on the last permissible day for such transfer or disposal under the terms of the Prior Agreements.

” means those agreements between a certain investor in P2 Capital Master Fund VIII, LLC, a fund managed by P2, which is the legal owner of 5,254,185 Company Ordinary Shares, and P2, and certain of its affiliates, entered into prior to the date hereof and relating, among other things, to the potential disposition of some or all of such Company Ordinary Shares to such investor or otherwise.

” means any (i) reduction of, change in the timing or manner of payment of, or change in the form of consideration constituting the Merger Consideration or Preference Merger Consideration set out in Article III of the Merger Agreement (as of the date hereof), or (ii) any amendment, modification or waiver of any provision of the Merger Agreement (as of the date hereof) that is disproportionately and materially adverse to P2 or any Shareholder or any manager or employee thereof who is an Indemnified Party (as compared to other shareholders of the Company or other Indemnified Parties, as applicable), in each case without the prior written consent of P2.

” means (i) the securities set out in Item 2 of Schedule 1; (ii) any other Company Ordinary Shares or Convertible Preference Shares owned by, or in respect of which voting is directed by, P2, the Shareholders or any of their Affiliates from time to time; and (iii) any securities attaching to or arising out of any of the foregoing securities.


Reference to:

one gender includes the other;

the singular includes the plural and the plural includes the singular;

a party includes the party’s executors, administrators, successors and permitted assigns;

an enactment (which includes any legislation in any jurisdiction) includes:

that enactment as amended or re-enacted;

any enactment which replaces that enactment; and

another enactment made under that enactment; and

an agreement includes that agreement as amended or restated from time to time (except to the extent specified herein);

including and similar expressions are not words of limitation.

Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

Headings and any table of contents or index are for convenience only and do not form part of this Deed or affect its interpretation.

The parties have jointly participated in negotiating and drafting this Deed and no provision of this Deed is intended to be construed to the disadvantage of a party merely because that party was deemed to be responsible for the preparation of the Deed or the inclusion of the provision in the Deed.

If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.


Except where (a) the Company effects or has effected a Company Change of Recommendation in accordance with the terms of the Merger Agreement; or (b) there has been a Relevant Amendment, each Shareholder irrevocably agrees, undertakes and covenants:

to provide the Preferred Shareholder Approval and vote all its Convertible Preference Shares in favour...