Following offers from CMA CGM and GXO for the acquisition of logistics company Wincanton, the latter’s board of directors has announced its intention to move forward with the GXO offer.
In February 2024 Bidco, a wholly-owned subsidiary of CEVA Logistics, itself a subsidiary of CMA CGM, made an initial offer for the acquisition of Wincanton. This offer, pricing each Wincanton share at £4.50, was recommended by the Wincanton board of directors.
Later that month, the two companies confirmed they had reached an agreement for an ‘increased and final recommended cash offer’ of £4.80 per Wincanton share.
Shortly after this, GXO entered negotiations with Wincanton, submitting its own offer for the ‘entire issued and to be issued share capital of Wincanton’. GXO offered Wincanton shareholders £6.05 for each share held.
On 1 March 2024, the board of Wincanton announced the directors’ intention to recommend the GXO offer and, accordingly, that they had withdrawn their recommendation of the revised offer from CMA CGM.
This week, on 13 March, Wincanton ‘indefinitely adjourned’ its planned shareholder meetings to discuss the CMA CGM offer ‘in order to allow the GXO offer to proceed’.
Sir Martin Read CBE, chairman of Wincanton, said: “The board has long been convinced of Wincanton’s significant inherent value and the management team has successfully reshaped the business, ensuring it is positioned at the forefront of the UK’s logistics industry.
“While remaining confident in the long-term prospects of Wincanton, the board was clear that the strong performance of the company had failed to be reflected in its share price. The directors therefore believed that it was in the best interests of shareholders to recommend the offer from CEVA Logistics which represented a very substantial premium to the share price.
“The board was conscious that this public recommendation would create the opportunity for other interested parties to come forward and this has led to the further maximisation of value for shareholders. GXO’s improved offer underscores the strength of Wincanton’s business and prospects.”
Wincanton’s directors, advised by HSBC on the financial terms of the acquisition, unanimously voted that the terms of the acquisition are considered to be ‘fair and reasonable’.
To accompany the announcement that Wincanton plans to move forward with the GXO offer, it published its expected timetable of events with regards to the proposed acquisition. It says that ‘subject to the approval of the requisite majority of scheme shareholders at the scheme meeting, the approval of the requisite majority of Wincanton shareholders at the general meeting and all other conditions being satisfied or waived and the sanction of the court, the scheme is now expected to become effective on or around 29 April 2024’.
In line with this it is expected that ‘the last day of dealings in, and registration of transfers of, Wincanton shares on the main market of the London Stock Exchange will be 26 April 2024.
The official scheme document notes that ‘it is also proposed that Wincanton shall be re-registered as a private limited company and for this to take effect as soon as practicable on or following the effective date’.
Sharing his thoughts on the acquisition’s progress, Malcolm Wilson, CEO of GXO Logistics, said: “Implementing our acquisition by means of a scheme of arrangement marks a significant step forward. Our offer for Wincanton reflects the value we see in both the business and its talented team as well as what we believe Wincanton can achieve as a part of GXO.
“Given our long heritage in the UK and the complementary cultures of both businesses, we are confident we will accelerate the collective growth of both companies.
“Our proven integration blueprint will facilitate a seamless transition for customers, while creating high-value jobs and enhancing the communities where we operate. Together, we will further develop a platform for significant value creation that benefits our customers, employees, and shareholders.”
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