Published: 2009-12-17 11:30:00 CET
DFDS A/S - Company Announcement
•DFDS acquires Norfolkline from A. P. Møller - Mærsk for a debt-free purchase
price of EUR 346 mill. 

•The transaction consists of a cash payment of EUR 170 mill. and an ownership
in DFDS of 28.8% (post completion) corresponding to a current market value of
EUR 176 mill. 

•A. P. Møller - Mærsk will subscribe to 28.2% of the shares in DFDS through a
directed issue and 0.6% through a transfer of treasury shares. The financing of
the transaction further includes a rights issue in the amount of EUR 75 mill. 

DFDS' acquisition of Norfolkline creates Northern Europe's leading sea-based
transport network by combining two leading and complementary shipping
companies. Combined pro forma revenues will be EUR 1.5 bill. in 2009 with an
operating profit (EBITDA) of EUR 139 mill. and 6,200 employees. 

A perfect match: ”This is a perfect match,” says DFDS' CEO Niels Smedegaard.
“Norfolkline is a leading ferry and logistics company with a strong route
network covering the North Sea, the Channel and the Irish Sea, combined with a
considerable logistics operation. This means, that DFDS' network is expanded to
include two new markets, the Channel and the Irish Sea, we can combine our
operations on the North Sea, and our ability to secure volumes for the network
is greatly strengthened. We both serve passengers and freight customers and can
now provide transport solutions spanning the whole of Northern Europe - from
Russia to Ireland.” 

Network strategy: The driving force behind the acquisition is DFDS' network
strategy. “Through this acquisition we gain scale and come closer to our vision
of building a European sea based transport network. The integration of our
companies will generate considerable synergies and we expect this transaction
to improve our earnings capability once the market recovers,” says Niels

Consideration and ownership: The debt-free purchase price of EUR 346 mill.
consists of (i) a fixed cash payment of EUR 170 mill. and (ii) a variable
payment, with a current value of EUR 172 mill., used for subscribing to a
directed issue of shares in DFDS equalling 28.2% post completion, and (iii)
0.6% of DFDS treasury shares. Including an additional purchase of shares from
Lauritzen Fonden, A. P. Møller - Mærsk's ownership will equal approximately
31%. “We are looking forward to becoming a major shareholder in DFDS and are
convinced that the new company will create value for its owners,” says Søren
Skou, Partner and member of the Executive Board of A. P. Møller - Mærsk. 

“We are excited about the prospects for the new DFDS,  delighted that A. P.
Møller - Mærsk has decided to become a major shareholder and we welcome Søren
Skou to join DFDS' board,” says Jens Ditlev Lauritzen, Chairman of the Board of
Lauritzen Fonden, the largest shareholder in DFDS. 

Transaction conditions: The transaction is subject to customary conditions,
including satisfactory approvals by relevant competition authorities, approval
of the directed share issue and the rights issue by DFDS' Extraordinary General
Meeting (EGM) as well as subsequent completion of the share issues. 

Press Conference and Analyst Meeting today

Press conference with management from DFDS and A. P. Møller - Mærsk today at
13:00 CET. 

Call and meeting for analysts and investors today at 15:30. CET  

Both meetings at DFDS House, Sundkrogsgade 11, Copenhagen.

dfds nfl 17 dec uk.pdf