GXO Logistics offers to acquire Wincanton for GBP 605 per share

GXO Logistics announced that it has made a cash offer to acquire Wincanton under Part 28 of the U.K. Companies Act 2006. Under the terms of the offer, each Wincanton shareholder will be entitled to receive 605 pence in cash for each Wincanton share held. GXO has received irrevocable undertakings to accept the offer in respect of, in aggregate, 42,395,691 Wincanton shares and representing approximately 34% of the issued share capital of Wincanton as at February 29. The irrevocable undertakings will cease to be binding in certain situations, including where a third party announces a competing offer where the value of the consideration is more than 695 pence per Wincanton share. The announcement has been issued by GXO through the UK’s Regulatory News Service, or RNS, under Rule 2.7 of the UK Takeover Code. The acquisition remains subject to satisfaction of the conditions set out in the announcement, including regulatory clearances. The acquisition provides Wincanton shareholders with a superior value to the CEVA Logistics final offer. The acquisition represents a premium of approximately: 26% to the increased and final offer price per Wincanton share of 480 pence from CEVA Logistics UK Rose Limited, a wholly-owned subsidiary of CEVA Logistics S.A., itself a subsidiary of CMA CGM S.A. which was announced on February 26; 104% to the closing price per Wincanton share of 297 pence on January 18, being the last business day before the commencement of the offer period being the day before the initial CEVA Logistics offer was announced.