GXO Completes Acquisition of Wincanton

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GXO Completes Acquisition of Wincanton

On April 29, 2024, GXO Logistics, Inc. (NYSE: GXO) announced the completion of its acquisition of Wincanton plc. This acquisition enhances GXO's presence in key strategic growth sectors in the UK and Ireland. GXO is now the sole shareholder of Wincanton, with Wincanton shareholders set to receive 605 pence for each Wincanton share held. GXO and Wincanton will continue to operate independently until the completion of the review by the U.K. Competition and Markets Authority (CMA). GXO expects to create significant value for its stakeholders by offering a wider range of services to customers and expanding its global platform. The acquisition will expand GXO's offering and customer base in key strategic growth sectors, resulting in cost synergies of £45m by the third year of integration.

Positive

• Completed acquisition of Wincanton enhances GXO's presence in key strategic growth sectors in the UK and Ireland
• Wincanton shareholders to receive 605 pence for each Wincanton share held
• Expectation of creating significant value for stakeholders by offering a wider range of services and expanding global platform
• Acquisition to expand GXO's offering and customer base in key strategic growth sectors
• Cost synergies of £45m expected by the third year of integration

Negative

• None.

Market Research Analyst

GXO's acquisition of Wincanton presents a strategic move to solidify its position in the logistics sector. By assimilating Wincanton's operations, GXO aims to diversify its service offerings in the UK and Ireland, targeting growth sectors such as Aerospace, Utilities, Industrial and Healthcare. The move suggests potential for increased market share and customer base expansion. A notable aspect is the planned realization of £45 million in annual net run-rate cost synergies by the third year post-acquisition, indicating potential operational efficiencies and enhanced profitability. While synergies are often highlighted in acquisitions, actual realization can vary and requires careful implementation.

Financial Analyst

From a financial viewpoint, the acquisition is cash accretive with Wincanton shareholders receiving 605 pence per share. This transaction could have immediate balance sheet implications for GXO, depending on the financing structure. Analysts should monitor the leverage and interest coverage ratios closely post-acquisition, as they could impact the company's financial flexibility and cost of capital. The expected synergies by year three are a forward-looking statement that could serve as a catalyst for long-term earnings growth, but investors should remain cautious and seek periodic updates on synergy realization against projections.

M&A Legal Expert

The acquisition's completion, following satisfaction of all conditions, signals meticulous planning from a legal standpoint. It's worth highlighting GXO's compliance with regulatory requirements, as the operations of Wincanton remain independent until the CMA's review. This adherence to competition law is important to avoid any antitrust implications. Investors should recognize that regulatory reviews, while routine, can result in conditions or even block deals if competition concerns arise. The outcome of the CMA review will therefore be a pivotal next step to watch in this transaction's timeline.

Acquisition expands GXO’s presence in key strategic growth sectors and materially enhances offering for UK and Ireland customers

GREENWICH, Conn., April 29, 2024 (GLOBE NEWSWIRE) -- GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, announced that, effective today, it has completed its acquisition of Wincanton plc. All conditions of the acquisition have been met and GXO is now the sole shareholder of Wincanton. On May 13, 2024, Wincanton shareholders will be sent consideration of 605 pence for each Wincanton share held by those shareholders at the scheme record time (6:00 p.m. BST on 26 April 2024), excluding shares held by or on behalf of GXO or held in treasury. As is customary, GXO and Wincanton will continue to be run independently until the U.K. Competition and Markets Authority (CMA) has completed its review.

GXO Chief Executive Officer Malcolm Wilson, said: “We are very pleased to complete this valuable acquisition for our company, which advances our position as the global pure-play logistics leader, and we look forward to welcoming Wincanton’s high-quality team to GXO. By combining Wincanton’s footprint and proven expertise in the UK and Ireland with our global reach and transformative technology, we can provide a wider range of services to new and existing customers across geographies – and accelerate our long-term growth trajectory.”

GXO expects to create significant value for all stakeholders by allowing new and existing customers to benefit from a broader range of services and capabilities across an expanded global platform. The acquisition will expand GXO’s offering and customer base in several key strategic growth sectors in the UK, including Aerospace, Utilities, Industrial, and Healthcare. Additionally, the complementary infrastructure and offerings will enable GXO to manage the combined company more efficiently, resulting in greater productivity and lower costs for the benefit of customers. As a result of complementary service offerings, customer portfolios and footprints, the Company expects to realize additional growth opportunities. GXO expects that the combination will lead to full annual net run-rate cost synergies of £45m (pre-tax) by the third year of integration.

Additional information on the transaction can be found on the dedicated transaction microsite at https://gxo.com/information-regarding-cash-offer-for-wincantonplc.

About GXO Logistics

GXO Logistics, Inc. (NYSE: GXO) is the world’s largest pure-play contract logistics provider and is benefiting from the rapid growth of ecommerce and automation. GXO is committed to providing a diverse, world-class workplace for more than 130,000 team members across more than 970 facilities totaling approximately 200 million square feet. The company partners with the world’s leading blue-chip companies to solve complex logistics challenges with technologically advanced supply chain and ecommerce solutions. GXO corporate headquarters is in Greenwich, Connecticut, USA. Visit GXO.com for more information and connect with GXO on LinkedIn, X, Facebook, Instagram and YouTube.

Forward looking statements

This press release (including information incorporated by reference in this press release), oral statements made regarding the Acquisition, and other information published by GXO contain statements which are, or may be deemed to be, “forward-looking statements”, including for the purposes of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of GXO about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this press release include statements relating to the expected effects of the Acquisition on GXO and Wincanton, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although GXO believes that the expectations reflected in such forward-looking statements are reasonable, GXO can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions and the risks discussed in GXO’s filings with the SEC, as well as additional factors, such as: economic conditions generally; supply chain challenges, including labour shortages; competition and pricing pressures; GXO and/or Wincanton’s ability to align GXO and/or Wincanton’s investments in capital assets, including equipment, service centres and warehouses, to their respective customers’ demands; GXO and/or Wincanton’s ability to successfully integrate and realise anticipated benefits, synergies, cost savings and profit improvement opportunities with respect to acquired companies, including the Acquisition; acquisitions may be unsuccessful or result in other risks or developments that adversely affect GXO and/or Wincanton’s financial condition and results; GXO and/or Wincanton’s ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; GXO and/or Wincanton’s ability to raise debt and equity capital; litigation; labour matters, including GXO and/or Wincanton’s ability to manage its subcontractors, and risks associated with labour disputes at GXO and/or Wincanton’s customers and efforts by labour organizations to organize its employees; risks associated with defined benefit plans for GXO and/or Wincanton’s current and former employees; fluctuations in currency exchange rates; fluctuations in fixed and floating interest rates; fluctuations in customer confidence and spending; issues related to GXO and/or Wincanton’s intellectual property rights; governmental regulation, including trade compliance laws, as well as changes in international trade policies and tax regimes; natural disasters, terrorist attacks or similar incidents; a material disruption of GXO and/or Wincanton’s operations; the inability to achieve the level of revenue growth, cash generation, cost savings, improvement in profitability and margins, fiscal discipline, or strengthening of competitiveness and operations anticipated or targeted; the impact of potential cyber-attacks and information technology or data security breaches; and the inability to implement technology initiatives or business systems successfully. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither GXO nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this press release will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA), GXO is not under any obligation, and GXO expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact
Chris Jordan
+1 (203) 769-7228
chris.jordan@gxo.com

Media Contact
Matthew Schmidt
+1 (203) 307-2809
matt.schmidt@gxo.com

FAQ

What is the latest acquisition announcement from GXO?

GXO Logistics, Inc. (NYSE: GXO) has completed its acquisition of Wincanton plc.

What is the consideration amount for Wincanton shareholders?

Wincanton shareholders will receive 605 pence for each Wincanton share held.

When will GXO and Wincanton operate independently until?

GXO and Wincanton will continue to operate independently until the completion of the review by the U.K. Competition and Markets Authority (CMA).

What is the expected cost synergies from the acquisition by the third year of integration?

The acquisition is expected to result in cost synergies of £45m by the third year of integration.