Descartes Bids for Belgian Global Trade Management Specialist Porthus

Canadian logistics solution provider looks to expand reach in Europe, beefs up GTM offering

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Waterloo, ON — December 14, 2009 — Logistics solution provider Descartes Systems Group has filed papers to launch a cash offer for Belgium-based global trade management specialist Porthus as the company looks to expand its reach into Europe.

Descartes filed with the Belgian banking and finance supervisory authority, the CBFA, its intention to launch a conditional voluntary cash tender offer to acquire all outstanding shares of Porthus at 12.50 euros per share, as well as all outstanding warrants of Porthus. That figure represents a premium of approximately 20 percent to the closing price of Porthus' shares on NYSE Alternext Brussels on December 11.

Depending on the number of warrants exercised for shares prior to closing, the price tag for Porthus will come in between approximately 29.7 million and 30.3 million euros, which Descartes said it would pay from its available cash on-hand.

In its fiscal 2009, Porthus reported net revenues1 of 22.4 million euros, against 19.85 million euros in 2008. Global trade management represented 65 percent of the company's net revenues.

The offer is conditional on Descartes acquiring 95 percent of Porthus' outstanding shares and there being no material adverse change to Porthus or its business prior to closing. Subject to the approval of the CBFA, the offer is expected to close by the end of March 2010.

Porthus' board of directors and executive management have expressed their unanimous support for the offer, subject to the approval of the prospectus by the CBFA, according to Descartes' announcement of the deal.

"As the market for trade management solutions is rapidly globalizing, it makes perfect sense to us to combine forces of two of the sector's pioneers on both sides of the Atlantic," said Porthus' chairman, Peter Hinssen, and CEO, Luc Burgelman, in a joint statement on the deal. "We believe this transaction offers the best growth opportunities for our teams, customers and partners and brings an outstanding platform that can help improve logistics processes for our combined customers."

In its statement on the offer, Descartes CEO Arthur Mesher said: "In a global economy, our mutual customers are looking for solutions that help them address complex requirements in numerous jurisdictions. By extending Descartes' Global Logistics Network community and infrastructure in Europe, we believe that we will be in a better position to serve our customers' current and future needs."

Porthus' Web site says that the company employs more than 180 people and has offices in Belgium, the Netherlands and Slovakia. The company claims more than 1,000 customers for its global trade management solutions in Europe and elsewhere.

Descartes customers include an estimated 1,600 ground carriers and more than 90 airlines, 30 ocean carriers, 900 freight forwarders and third-party providers of logistics services, and hundreds of manufacturers, retailers, distributors, private fleet owners and regulatory agencies. The company has more than 400 employees and is based in Waterloo, Ontario.

The company operates its Global Logistics Network (GLN), a multi-modal business applications network that provides messaging services between logistics trading partners and shipment management services to help manage third party carriers and private fleet management services for organizations of various sizes.

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