The boards of Bidco and Xpediator are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Bidco, a newly-incorporated entity to be indirectly owned by the Consortium, to acquire the entire issued and to be issued ordinary share capital of Xpediator (excluding the Xpediator Shares owned or controlled by Cogels Investments).
Under the terms of the Offer, each Scheme Shareholder will be entitled to receive 44 pence for each Scheme Share held (the "Cash Value"), comprising for each Scheme Share:
- 42 pence in cash (the "Cash Offer") and
- a special dividend of 2 pence (the "Special Dividend")
The Cash Value of 44 pence for each Scheme Share values the entire issued and to be issued ordinary share capital of Xpediator at approximately £62,342,907, and represents a premium of approximately:
- 45.5 per cent. to the Closing Price of 30.3 pence per Xpediator Share on 19 December 2022 (being the last Business Day before the date of the commencement of the Offer Period);
- 18.9 per cent. to the Closing Price of 37.0 pence per Xpediator Share on 5 April 2023 (being the last Business Day before the date of this Announcement); and
- 79.7 per cent. to the volume weighted average Closing Price of 24.5 pence per Xpediator Share for the three-month period ended 19 December 2022.
The Consortium is comprised of funds advised by BaltCap, Cogels Investments and Nuoma IR Kapitalas. Cogels Investments and funds advised by BaltCap are joint offerors with respect to the Offer.
Bidco is a limited company registered in England and Wales and incorporated on 23 February 2023. Bidco was formed for the purposes of the Offer and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Offer. Bidco is ultimately owned by Holdco. As at the Effective Date, Holdco will be owned in the following proportions: (i) funds advised by BaltCap will indirectly own 40 per cent. of Holdco; (ii) Cogels Investments will own 34 per cent. of Holdco; and (iii) Nuoma IR Kapitalas will indirectly own 26 per cent. of Holdco. The funds advised by BaltCap and Nuoma IR Kapitalas will hold their interest in Holdco through Lithuanian Newco, being a joint venture vehicle formed for the purposes of the Offer.
BaltCap is a multi-strategy private equity and venture capital investor in the Baltic states of Estonia, Latvia and Lithuania, covering buyout, growth, venture as well as infrastructure investments, serving institutional investors from around the world. It was founded in 1995 and its private equity funds have since invested in approximately one hundred companies across a wide range of industry sectors and stages of development. BaltCap will invest in Lithuanian Newco through BaltCap Private Equity Fund III usaldusfond and its co-investment fund, BPEF III Supplementary Investment Facility usaldusfond, a €177 million (including co-investment facility) fund focused on mature enterprises in the Baltics and Nordics.
Cogels Investments is a private investment entity through which the close relatives of Stephen Blyth, the former CEO and founder of Xpediator, invest in a range of sectors including consultancy, hospitality, leisure and real estate.
Nuoma IR Kapitalas is the private investment vehicle of Justas Veršnickas, the managing director of Delamode Baltics UAB, a subsidiary of Xpediator. Justas Veršnickas owns 20 per cent. of the issued share capital of Delamode Baltics UAB but is not an Xpediator Shareholder.
Commenting on the Offer, Gillian Wilmot CBE, Interim Chairman of Xpediator, said:
"Since its IPO in 2017, Xpediator has undergone a period of significant transformation and growth, having completed four UK acquisitions and strengthening its presence organically in the CEE regions, particularly in the Baltics. In more recent years, Xpediator has endured numerous director changes and instability at the Board level, and this, alongside not inconsiderable macro-economic challenges, has contributed to a deterioration in the performance of the two major UK operations, and as a result, the Xpediator Group working capital position.
“The Xpediator Directors have been focused on addressing these issues and are pleased with the Xpediator Group's record trading performance in 2022. Despite this, there has been a significant de-rating in Xpediator's valuation over the past 12 months. Therefore, it is the view of the Xpediator Directors that this Offer represents a reasonable opportunity for Xpediator Shareholders to realise cash in what remains a challenging macro-economic environment, the risk of further Board changes, losing key geographic markets and/or losing senior management or other key personnel, and the limited liquidity of Xpediator Shares."
Commenting on the Offer, Šarūnas Alekna, Partner at BaltCap, said:
"We are investing in a company with a long history, proven track record, exceptional management team and well-established operations in the UK, Baltics and Central and Eastern Europe. As global supply chains are being shortened due to macroeconomic and geopolitical risks, we see opportunities to expand the reach of the freight forwarding operations by adding new geographies and product offerings, which would enable Xpediator to service a wider range of needs of its clients in the Baltics, CEE and beyond. BaltCap is excited to join Xpediator on its journey, and we believe that our local presence and experience in building a regional champion will be instrumental in developing a leader in global supply chain solutions. We look forward to continue working with Xpediator's founder, existing management team and staff to ensure Xpediator continues on its current growth path."
Commenting on the Offer, Stephen Blyth, Director at Cogels Investments said:
"We are excited to enter this new phase of development for the Xpediator Group. I initially founded Xpediator in 1988 and was CEO of the business until May 2020. Cogels strongly feels that a partnership with BaltCap and Justas - and the expertise and skills which they each bring - will be conducive to entrepreneurial growth of the Xpediator Group and help capitalise on new opportunities. We look forward to once again being a part of the Xpediator Group.
Commenting on the Offer, Justas Veršnickas, Director of Nuoma IR Kapitalas said:
"Since joining Xpediator, I am incredibly proud of what has been achieved over the last 13 years, and in particular the success and growth of the Xpediator Group in the Baltic region. I am looking forward to helping to continue the operation and growth of the Xpediator Group and working alongside the Consortium to help accelerate Xpediator's development."