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2015-04-28

XPO Logistics, Inc.: XPO Logistics to Acquire Norbert Dentressangle SA, a Leading Global Provider of Contract Logistics; Freight Brokerage and Transportation;

XPO to become a top ten worldwide logistics company and leading European
outsourced e-fulfillment provider

The acquisition will more than triple XPO's EBITDA run rate to approximately
$545 million, and increase its revenue to approximately $8.5 billion, nearly
achieving the company's 2017 targets two years ahead of plan

Complementary service offerings and geographies will enable widespread
cross-selling to an established base of multinational companies

The transaction is valued at €3.24 billion ($3.53 billion USD) and is expected
to close in the second quarter of 2015

Norbert Dentressangle's supervisory board has unanimously approved entry into
a tender offer support agreement

Conference call scheduled for April 29, 2015 at 8:00 AM Eastern Time / 14:00
Central European Time

GREENWICH, Conn. USA and LYON, France - April 28, 2015 -
XPO Logistics, Inc. ("XPO Logistics" or "XPO") (NYSE: XPO) and Norbert
Dentressangle SA ("Norbert Dentressangle") (Euronext: GND) today announced
that they have entered into a definitive agreement for XPO Logistics to
acquire a majority interest in Norbert Dentressangle and launch a tender
offer for the remaining shares. Norbert Dentressangle is a leading global
provider of contract logistics, including e-commerce fulfillment; freight
brokerage and transportation; and global forwarding services.

Headquartered in Lyon, France, Norbert Dentressangle has 662 locations and
approximately 42,350 employees, and serves a blue chip customer base that
includes some of the world's largest companies. Norbert Dentressangle's
transportation and logistics services complement XPO's offerings in contract
logistics, freight brokerage and global forwarding. The company had €5.1
billion ($5.5 billion USD) in pro-forma trailing 12-month revenue for the
year-ended December 31, 2014.

Highlights of the Proposed Transaction

* The market value of the transaction for Norbert Dentressangle shareholders
is €2.17 billion, based on 9.9 million fully-diluted outstanding shares.
The total transaction value is approximately €3.24 billion, including €1.08
billion of net debt. The board of directors of XPO and the supervisory
board of Norbert Dentressangle have unanimously approved the transaction.
* XPO has entered into a binding agreement to purchase from Mr. Norbert
Dentressangle and his family all of their shares in Norbert Dentressangle,
representing 67% of the company's outstanding shares. The agreed price per
share is €217.50, excluding €1.80 dividend per share to be paid prior to
the close of the transaction. The transaction is subject only to receipt of
antitrust clearances in the United States and Germany. Following receipt of
such clearances, XPO will launch an all-cash simplified tender offer to
acquire the remaining outstanding shares of Norbert Dentressangle.
Shareholders of Norbert Dentressangle will receive €217.50 of cash for each
ordinary share of Norbert Dentressangle, assuming the offer is launched
after the payment of the dividend. If the tender results in XPO holding
more than 95% of Norbert Dentressangle's ordinary shares and voting rights,
XPO intends to squeeze out minority shareholders and delist the shares. The
proposed transactions are structured in accordance with the General
Regulation of the French securities regulator, theAutorité des marchés
financiers, and all applicable securities laws and regulations in the
United States.
* The purchase price represents an aggregate consideration of 9.1 times
consensus 2015 EBITDA of €357 million (approximately $388 million USD). The
per-share cash price represents a premium of approximately 34 percent
compared to the closing price of Norbert Dentressangle ordinary shares on
April 27, 2015.
* The transaction is not conditioned on financing. Morgan Stanley has
provided a financing commitment for up to $2.6 billion. XPO has over $1
billion in cash and an undrawn $415 million ABL revolver.
* Hervé Montjotin, chairman of the executive board and chief executive
officer of Norbert Dentressangle, will serve as chief executive officer of
XPO's European business and president of the parent company.
* XPO intends not to reduce the total number of full-time employees in France
for a period of at least 18 months from closing. Additionally, XPO intends
to maintain the European headquarters of Norbert Dentressangle in Lyon, and
also intends to maintain the headquarters and center of decision of Norbert
Dentressangle's European logistics business in France, as well as Norbert
Dentressangle's transportation business in the department of Drôme.

Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said,
"This is a defining moment in the growth of XPO. Our planned acquisition of
Norbert Dentressangle will catapult XPO to a top ten global logistics
company. It will more than triple our EBITDA to $545 million and increase our
revenue to about $8.5 billion upon completion of the tender offer, nearly
achieving our 2017 financial targets two years ahead of plan. The acquisition
of Norbert Dentressangle is a major leap forward, but we're still in the
early innings of our long-term growth plan."

Jacobs continued, "In Norbert Dentressangle, we are acquiring a company that
has been meticulously built over the last four decades. I am extremely
pleased that Norbert Dentressangle's executive leader, Hervé Montjotin, will
serve as chief executive officer of our European business and president of
the parent company. I look forward to working closely with Hervé as we
execute XPO's global strategy."

Hervé Montjotin, chairman of the executive board and chief executive officer
of Norbert Dentressangle, said, "By joining XPO, we will become part of an
organization that shares the ambition that has guided us since the creation
of Norbert Dentressangle 36 years ago: to become a global partner able to
effectively support our customers in the management of their supply chains.
As XPO's platform for growth in Europe, we can continue to pursue this goal
on an even larger scale, to the benefit of our customers and employees. I am
proud to lead this growth for XPO, together with the current management
board."

Compelling Rationale and Commercial Synergies

* Norbert Dentressangle offers services that strongly mirror XPO's portfolio:
contract logistics, including e-fulfillment; freight brokerage; an
asset-light palletized network; freight management; dedicated and owned
truckload; and global freight forwarding. XPO intends to use the acquired
operations as a platform to grow its business in Europe.
* XPO expects to realize substantial, company-wide cross-selling
opportunities from the combination. For 36 years, Norbert Dentressangle has
built a loyal base of blue chip customers that includes multinational
companies, many of which are not currently served by XPO. These customers
will have an opportunity to consolidate their supply chain relationships
with XPO and benefit from a single source with a global footprint. Norbert
Dentressangle serves customers in retail, food and beverage, manufacturing,
chemicals, agriculture, e-commerce and high tech. The company's largest
customer represents less than 4% of revenue.
* Norbert Dentressangle's Red Online service leads the €5 billion outsourced
e-fulfillment market in Europe, with €242 million revenue in 2014 and 31%
organic growth. It serves both B2B and B2C customers in the United Kingdom,
Spain and France. Norbert Dentressangle has leading capabilities in
high-growth reverse logistics.
* XPO will gain global scale in freight brokerage and managed transportation,
two of its core services, with the ability to employ technology and best
practices. XPO intends to deploy its proprietary Freight Optimizer platform
in Europe to facilitate best-in-class carrier sourcing and customer
service. Norbert Dentressangle currently generates over €1 billion of
freight brokerage revenue annually. Road transport in its primary markets
of the United Kingdom, Spain and France is an estimated €95 billion
opportunity.
* The transaction will give XPO access to Europe's largest fleet network
through a mix of 7,700 owned trucks, 3,200 trucks contracted through
owner-operators and access to an additional 12,000 independent carriers.
XPO will gain lane density covering approximately 90% of the eurozone's
GDP-producing regions. Norbert's transportation business includes €250
million of revenue from dedicated carriage.
* Asset intensity in Norbert Dentressangle's business is low, with annual net
capex of approximately 2.5% of revenue on average.
* The transaction will create a top ten worldwide contract logistics company
based on combined revenue and 129 million square feet of facility space.
Most of the facilities are leased and dedicated to high-value-added
warehousing operations, including cold chain and reverse logistics. Norbert
Dentressangle's €2.6 billion contract logistics business has deep customer
relationships as evidenced by a 97% customer renewal rate. Approximately
26% of contract logistics revenues are generated in the United States.
* The combination will increase XPO's global freight forwarding revenue to
approximately $425 million annually and provide greater access to Euro-Asia
trade lanes. XPO expects the added volume to improve its air and sea
transportation buy rates for its customers.
* XPO intends to make substantial investments in the growth of its acquired
European operations, in part through the application of technology. XPO
expects its combined annual spend on technology to be approximately $225
million after closing.
* XPO has looked beyond North America to capitalize on three favorable
dynamics: the timing of its investment in the eurozone as the economy
begins to rebound from the trough; a strong U.S. dollar relative to the
euro; and the acquisition opportunities presented by a fragmented European
transportation and logistics industry where Norbert Dentressangle holds
leadership positions.
* Substantially all of the management team of Norbert Dentressangle is
expected to join XPO upon completion of the transaction.
* XPO's multinational operations will further enhance the company's position
as an employer of choice that facilitates the worldwide sharing of best
practices in support of operational excellence. The combination will create
numerous opportunities for its employees to move within Europe and between
North America and Europe.
* Following the closing, XPO will rebrand the acquired operations under the
single global name XPO Logistics. The company expects to have combined
scale of approximately 52,350 employees at 863 locations in 27 countries.

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