UPDATE 2-Panalpina investor Cevian comes out against changes to voting rules

* Big investors disagree over voting plan

* Panalpina target of takeover battle

* Cevian says foundation’s control irresponsible

* Foundation says Cevian is only concerned with own interests (Adds detail, comment from company, investors, analyst)

ZURICH, Feb 26 (Reuters) - Activist investor Cevian is fighting a proposed change in voting rules at takeover target Panalpina, arguing on Tuesday that the move would cement the control of the Swiss company’s biggest shareholder and harm the interests of others.

The dispute coincides with an escalating battle for control of Panalpina, the target of a $4.3 billion offer from Danish rival DSV A/S. Panalpina is also weighing a separate deal with Kuwait’s Agility Group.

Panalpina’s biggest shareholder, the Ernst Goehner Foundation (EGF) with about 46 percent of stock, wants to scrap a restriction which caps voting rights at 5 percent and introduce a system of one share, one vote.

Cevian, Panalpina’s second-largest stakeholder with a 12.3 percent holding, on Tuesday attacked the plan that will be put to an upcoming special shareholders meeting.

The activist investor said it favours keeping the current limit of 5 percent for all shareholders, and scrapping an exemption that has allowed the foundation to vote its full stake and given it effective control over Panalpina.

“The EGF proposal to abolish the voting restriction would harm the interests of all minority shareholders and stakeholders,” the Sweden-based investor said.

“The last few years have shown that EGF has not exercised its controlling position in a responsible manner,” Cevian added.


The Swiss company has been under pressure from Cevian to consider a takeover. U.S.-based Artisan Partners, which controls 9.99 percent of Panalpina, has also urged the Swiss company to give “impartial consideration” to DSV’s initial proposal.

Should EGF’s voting rights be reduced to 5 percent, as Cevian is calling for, it could undermine the foundation’s ability to block a takeover.

The foundation has rejected an earlier offer by DSV, saying Panalpina should instead concentrate on its strategy as an industry consolidator. EGF has not commented publicly on DSV’s raised offer.

The foundation hit back at Cevian, accusing the activist of following its own agenda rather than supporting shareholders rights.

“If Cevian now opposes the lifting of the voting rights restrictions – which means opposing shareholder-friendly, modern corporate governance – this shows Cevian is only concerned with its own interests and wants to push these through ruthlessly,” the foundation said in a statement.

One analyst said the foundation was digging in its heels against the DSV offer.

“It seems to be going into the direction that the main shareholders oppose the DSV offer and try to find a solution which supports the independence of Panalpina,” said Baader Helvea analyst Christian Obst.

The foundation may be leaning toward cooperation with Agility, he added.

A Panalpina spokeswoman said the matter was under review.

“An ad hoc board of independent directors consisting of five directors, without representatives of EGF and Cevian...will review the proposal and decide how the voting on it will take place at the extraordinary general meeting,” spokeswoman Edna Ayme-Yahil said. (Reporting by John Revill Editing by John Miller/Keith Weir)