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15/05/08

Geodis: First-quarter 2008 revenue

The Group kept up its growth momentum in the first quarter, with revenue up 5.4% like-for-like.

Contract Logistics revenue rose sharply, reflecting the new contracts won in the second half of 2007.

Integration of Rohde & Liesenfeld, acquired on 3 January, is proceeding according to plan.


A – FIRST-QUARTER 2008 REVENUE
First-quarter revenue reached a record high of €1,298.1 million, an increase of 17.3% over the year-earlier period. Rohde & Liesenfeld (R&L), which was acquired on 3 January, contributed €63 million to the increase. Even without R&L’s contribution, like-forlike growth (based on a comparable scope of consolidation and at constant exchange rates) was a high 5.4%, with one less business day in France.

All of the business divisions contributed to the revenue growth.

• Freight Forwarding
Freight Forwarding revenue for the first quarter totalled €492.7 million, representing an increase of 46.3% over the year-earlier period. Growth was attributable to the first-time consolidation of R&L and the contribution of Wilson over three month versus two months in first-quarter 2007. Like-for-like growth was a robust 6.4%, reflecting strong advances in Asia (up 34.2%) and Americas (up 17.2%). These gains offset the effects of the early-2008 political crisis in Chad which disrupted Industrial Project operations under the Exxon contract.

• Contract Logistics
Contract Logistics revenue rose 9.9%, confirming the strong marketing momentum enjoyed since the second half of last year, particularly in the Logistics France and Automobile businesses which both reported gains of over 15%.

• Groupage
Groupage revenue was up 1.3% on a reported basis and 1.4% like-for-like. In the same way as in the fourth quarter of 2007, the growth rate reflects uneven performances. In France, Groupage revenue grew 4.8% despite one less business day, led by sustained volumes and higher prices. Closure of the loss-making Boos facility in Germany trimmed €2.7 million from revenue, while the contribution of other European countries was down 8.0% on first quarter 2007, with a more significant calendar effect in Italy and Spain.

• Full Truckload
Full Truckload revenue rose 8.6%, led by contract wins at the end of 2007 and the Division’s focus on raising prices.


B – SIGNIFICANT EVENTS OF THE PERIOD

• Integration of Rohde & Liesenfeld (R&L)
The acquisition of R&L, which had been the Group’s main freight forwarding partner in Germany since 2002, was completed on 3 January 2008.

The acquisition has deepened and extended the Geodis Wilson network, with the addition of new regions such as South Africa – where R&L has a strong presence – and Latin America. The transaction, based on an estimated enterprise value of €90 million, was entirely financed by debt.

The process of integrating R&L into the Freight Forwarding division has begun and will continue throughout the year.

• Operations under the Exxon contract and the activities of subsidiaries in Chad were disrupted by the political crisis at the beginning of the year
Following the political crisis in Chad at the beginning of the year, the two local subsidiaries – Geodis Wilson Tchad and TCL Tchad – suspended their activities in January and February. Operations resumed in March, but the overall economic situation in Chad remains unstable and the subsidiaries’ business volumes have declined.


C – SUBSEQUENT EVENTS

• Public tender offer by SNCF Participations
On 6 April, SNCF Participations – which holds 42.37% of Geodis’s capital – announced that it was planning to launch a public tender offer for the remaining Geodis shares at a price of €135 per share with rights to the 2007 dividend.
Prior to making a recommendation to shareholders, the Geodis Board of Directors met twice, on 6 April¹ and 17 April. During these meetings, the Board:

- Noted that only four directors would be eligible to vote on the recommendation to shareholders provided for in the General Regulations of France’s securities regulator, AMF.

- Set up a Committee of Independent Directors, made up of two directors with no conflict of interest in relation to the Offer, to perform a detailed examination of the Offer’s terms and conditions with the assistance of investment bankers Houlihan Lokey, selected by the Committee to act as its advisors.

- Appointed Ricol Lasteyrie & Associés to issue a fairness option in accordance with Article 261-1 of the AMF’s General Regulations.

- Appointed Lazard and BNP Paribas to advise the Company and to value the Geodis Group.

Based on the report of the advisor banks, the fairness opinion and the findings of the Committee of Independent Directors, on 28 April 2008 the Board of Directors unanimously recommended that shareholders tender their Geodis shares to SNCF Participations’ Offer².
The Offer timeline is expected to be as follows (excluding any squeeze-out
procedure):
- 20 May 2008: Offer declared to be in compliance with securities regulations
- 22 May 2008: opening of the Offer period
- 25 June 2008: close of the Offer period
- 17 July 2008: settlement/delivery.


• Pierre Blayau re-elected as a director and confirmed in his position as Chairman and Chief Executive Officer for a further six years.


1 For more information, refer to the 6 April 2008 press release at www.geodis.com
2 For more information, refer to the 28 April 2008 press release and the Company’s draft response to the Offer at www.geodis.com


• Acquisition of UK-based Oughtred & Harrison Ltd.
On 18 April, Geodis acquired UK-based sea and air freight forwarder Oughtred & Harrison Ltd. With 2007 revenue of €44 million and 97 employees, the company operates mainly in the export sea freight-forwarding segment and represents a good strategic fit with Geodis’s operations in the United Kingdom. It has six offices in the UK, one in Belgium and a representation office in China.