WINCANTON acquired by GXO

GXO Logistics announced on 29 February 2024 a cash offer to acquire Wincanton, the British contract logistics group, at 605 pence per share, valuing the company at an enterprise value of . The offer, made under Part 28 of the UK Companies Act and Rule 2.7 of the Takeover Code, topped the final offer of 480 pence from CEVA Logistics, a subsidiary of CMA CGM, announced three days earlier. It represented a premium of 26% to that offer and of 104% to Wincanton’s closing price of 297 pence on 18 January 2024, the last trading day before the offer period began. GXO secured irrevocable undertakings to accept over 42.4 million Wincanton shares, about 34% of the issued share capital, which would lapse if a competing bid exceeded 695 pence per share. The acquisition remained subject to the conditions set out in the announcement, including regulatory clearances. GXO expected the deal to expand its presence in UK growth sectors and to give it a base from which to offer industrial and aerospace services across Europe, drawing on the aerospace and defence platform it already ran in the United States. Wincanton customers would gain access to the 27 countries where GXO operates and to its automation and technology. The GXO board identified around £45 million of annual net run-rate pre-tax synergies, from procurement and overlapping operations, achievable by the end of the third year of integration, and expected the acquisition to be immediately accretive to earnings per share before synergies, with double-digit accretion once they were realised. N.M. Rothschild & Sons acted as lead financial adviser to GXO, with Merrill Lynch International as joint financial adviser and corporate broker, Freshfields Bruckhaus Deringer as legal adviser and Wachtell, Lipton, Rosen & Katz on the debt financing.