"The Wincanton Directors welcome yesterday's announcement by GXO Logistics, Inc. ("GXO") of its firm intention to make a cash offer for the entire issued and to be issued ordinary share capital of Wincanton (the "GXO Offer"), for an offer price of 605 pence for each Wincanton Share (the "GXO Rule 2.7 Announcement"), which follows Wincanton's announcement, on 26 February 2024, of a possible offer by GXO.
The Wincanton Directors are pleased that the public offer process, triggered by their recommendation of CEVA Bidco's offer on 19 January 2024, is maximising value and delivering a significant premium to Wincanton Shareholders.
Accordingly, the Wincanton Directors intend to recommend unanimously the GXO Offer and, accordingly, have withdrawn their recommendation of the increased and final* cash offer by CEVA Logistics UK Rose Limited ("CEVA Bidco") (a wholly-owned subsidiary of CEVA Logistics S.A., itself a subsidiary of CMA CGM S.A.), at an offer price of 480 pence for each Wincanton Share, announced on 26 February 2024 (the "CMA CGM Revised Offer").
The Wincanton Directors note that under the terms of the GXO Offer, Wincanton Shareholders will be entitled to receive:
605 pence in cash for each Wincanton Share (the "GXO Offer Price")
The GXO Offer Price represents a premium of approximately:
- 104 per cent. to the closing price of 297 pence per Wincanton Share on 18 January 2024 (being the last Business Day before the commencement of the Offer Period);
- 115 per cent. to the volume-weighted average price per Wincanton Share of 282 pence over the ninety (90) Business Day period ended on 18 January 2024 (being the last Business Day before the commencement of the Offer Period);
- 145 per cent. to the volume-weighted average price per Wincanton Share of 247 pence over the twelve-month period ended on 18 January 2024 (being the last Business Day before the commencement of the Offer Period); and
- 29 per cent. to the all-time high share price of 470 pence per Wincanton Share for the period ended on 18 January 2024 (being the last Business Day before the commencement of the Offer Period).
The GXO Offer values the entire existing issued and to be issued share capital of Wincanton at approximately £762 million on a fully diluted basis and at an enterprise value of approximately £960 million (IFRS16 basis).
The Wincanton Directors note that GXO reserves the right to elect, with the consent of the Panel, to implement the acquisition of the Wincanton Shares by way of a Scheme rather than by means of a takeover offer as defined in Part 28 of the Companies Act. The Wincanton Directors have indicated an intention to support GXO to implement the acquisition by way of a Scheme in the event that GXO elects to do so (with the consent of the Panel).
The Wincanton Directors note that it is currently expected that the Offer Document (or Scheme Document) will be published as soon as reasonably practicable and, in any event, within 28 days of the GXO Rule 2.7 Announcement and that, subject to the satisfaction or, where applicable, waiver of all relevant Conditions and the further terms set out in Appendix 1 to the GXO Rule 2.7 Announcement and to be set out in the Offer Document (or Scheme Document), the GXO Offer is expected to become Effective in mid-Q2 2024.
This announcement is not a substitution for reading the GXO Rule 2.7 Announcement in full and Wincanton Shareholders should refer to the GXO Rule 2.7 Announcement for full details of the GXO Offer. Capitalised terms used but not defined in this announcement have the same meanings as given to them in the GXO Rule 2.7 Announcement.
Commenting on the GXO Offer, Sir Martin Read CBE, Chairman of Wincanton, said:
"We have long been clear that Wincanton is a great business with a compelling strategy, strong customer relationships and excellent people. Under the current management team, we have made positive progress and ensured that Wincanton is at the forefront of logistics innovation. The Board of Wincanton is pleased that GXO recognises the very significant value inherent in this business and intends to recommend the offer to shareholders for their consideration."
(*) except that CEVA Bidco reserved the right to increase the offer price and/or otherwise improve the terms of the Revised CMA CGM Offer if (i) there is an announcement on or after 26 February 2024 of a possible offer or a firm intention to make an offer for Wincanton by any third party or (ii) the Panel otherwise provides its consent. In light of the GXO Offer, in accordance with Rule 32.2 of the Code, CEVA Bidco has a maximum of four business days from 29 February 2024 to set aside its no increase statement."
