DSV completes acquisition of Schenker
DSV A/S ('DSV') completes the previously announced agreement between DSV and Deutsche Bahn AG ('Deutsche Bahn') to acquire 100% of the global freight forwarding and contract logistics business DB Schenker operated by Schenker AG and its affiliates ('Schenker') in an all-cash transaction. Please refer to Announcement No. 1132 of 13 September 2024. The transaction has an enterprise value of approximately DKK 106.7 billion (approximately EUR 14.3 billion).
DSV has a long track-record of successfully integrating acquired companies as an integral part of the company's growth strategy. With the acquisition of Schenker, we are establishing the foundation for future sustainable growth by creating a world-leading player within the transport and logistics industry to the benefit of our customers. DSV and Schenker are an excellent strategic match due to similarities in business models, services and strategies, and the combined company will benefit from strong customer relationships, industry vertical expertise, an agile global network and service offerings, combined with operational synergies.
Based on the published full-year 2024 financials for DSV and Schenker, the combined company had a pro-forma revenue of approximately DKK 310 billion and a total workforce of close to 160,000 employees in more than 90 countries.
Jens H. Lund, Group CEO of DSV:
'With the completion of the acquisition of Schenker, we have reached a milestone in the history of DSV. We have been looking forward to completing the transaction and I am excited to welcome our new colleagues to the DSV organisation. With this acquisition, we become a world-leading player in global transport and logistics, at a time where global supply chains are more in focus than ever before, and our customers need a reliable and agile global network of services and products. By combining the two companies we will create a unique flexible platform for long-term financial growth to the benefit of our customers, employees, shareholders and other stakeholders.'
Transaction details and expected financial impact
DSV is acquiring 100% of Schenker and its affiliates in an all-cash transaction. The enterprise value of the transaction is approximately DKK 106.7 billion (approximately EUR 14.3 billion) and the equity value is approximately DKK 86.5 billion (EUR 11.6 billion). Transaction multiples correspond to 0.75x EV/revenue and 13.0x EV/EBIT, based on published full-year 2024 financials for Schenker.
Schenker will be included in the consolidated financial statements of DSV from 1 May 2025. Based on preliminary estimates, annual synergies are estimated in the level of DKK 9.0 billion at end of 2028, when the majority of the integration is expected to be complete. The synergies relate to the consolidation of operations, logistics facilities in Road and Solutions, back-office functions, finance and IT infrastructure.
The transaction is expected to be EPS accretive (diluted and adjusted) at the latest in 2026, and it remains DSV's aspiration to lift the operating margins of the combined entity to a minimum of DSV's levels within the respective business areas in 2028, based on a normalised full-year 2024 EBIT baseline for Schenker of approximately DKK 6.0 billion (approximately EUR 800 million).
Total transaction and integration costs are expected in the level of DKK 11.0 billion. These costs will be charged to the statement of profit and loss under special items during the integration period.
Due to completion of the transaction, DSV's financial ambitions for 2026 will be revised and are therefore no longer relevant. Revised financial ambitions reflecting the impact from the integration of Schenker are expected be communicated at a later stage.
Capital structure
In October 2024, DSV successfully raised approximately DKK 75.0 billion (EUR 10.0 billion) through an evenly split combination of equity and bond issuances to partially finance the acquisition of Schenker. The remaining financing of the transaction will be covered by cash position and existing committed credit facilities.
DSV is targeting an unchanged capital structure with a financial gearing ratio of a net interest-bearing debt including leasing liabilities below 2.0x EBITDA before special items. At completion of the transaction, the pro-forma financial gearing ratio is expected to be around 3.0x. The ambition remains to meet the targeted financial gearing ratio again latest by H1 2027.
Governance
Further, with reference to DSV's Announcement No. 1149 of 28 January 2025, DSV's Board of Directors intends to nominate current CEO of Schenker, Jochen Thewes, for election to the Board of Directors of DSV. A separate notice for an extraordinary general meeting is expected in H2 2025.
Following completion of the Schenker acquisition, the preliminary expected impact from the acquisition is included in DSV's full-year outlook for 2025, which is upgraded as follows:
EBIT before special items is expected to be in the range of DKK 19.5-21.5 billion (previously DKK 15.5-17.5 billion). The upgrade is entirely related to the expected Schenker impact, as the underlying guidance for DSV stand-alone is unchanged.
Limited impact on the statement of profit and loss expected from synergies related to the integration of Schenker in 2025.
Preliminary amortisation of purchase price allocations in the level of DKK 500 million are included in the outlook for 2025.
Special items related to restructuring and integration cost in the range of DKK 2.0-2.5 billion in 2025.
The effective tax rate is expected at approximately 24% (unchanged).
The expected contribution from Schenker during the integration period, including synergies and integration costs, is based on preliminary estimates and assumptions. Alignment of Schenker's financials to DSV's definitions and accounting standards is still in progress.
An update on the integration will be communicated with the release of DSV's H1 Interim Financial Report, which is postponed from 24 July 2025 to 31 July 2025. For further details and assumptions related to the outlook, we refer to the Q1 2025 Interim Financial Report.
The current geopolitical landscape, including the Red Sea situation, macroeconomic factors and the global trading environment, particularly potential demand risks arising from the announced trade tariffs, remain uncertain, and unforeseen changes may impact our financial results. We continue to monitor activity across our organisation, and we will adjust capacity and our cost base if needed.
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