XPO Logistics and Norbert Dentressangle announced that they have entered into a definitive agreement for XPO Logistics to acquire a majority interest in Norbert Dentressangle and launch a tender offer for the remaining shares.
The two companies stated that Norbert Dentressangle’s transportation and logistics services complement XPO’s offerings in contract logistics, freight brokerage and global forwarding. This underpinned the rationale for the deal.
The market value of the transaction for Norbert Dentressangle shareholders is €2.17bn, based on 9.9m fully-diluted outstanding shares. The total transaction value is approximately €3.24bn, including €1.08bn of net debt. The board of directors of XPO and the supervisory board of Norbert Dentressangle have unanimously approved the transaction.
Bradley Jacobs, Chairman and Chief Executive Officer of XPO Logistics, said, “This is a defining moment in the growth of XPO. Our planned acquisition of Norbert Dentressangle will catapult XPO to a top ten global logistics company. It will more than triple our EBITDA to $545m and increase our revenue to about $8.5bn upon completion of the tender offer, nearly achieving our 2017 financial targets two years ahead of plan. The acquisition of Norbert Dentressangle is a major leap forward, but we’re still in the early innings of our long-term growth plan.”
Hervé Montjotin, Chairman of the executive board and Chief Executive Officer of Norbert Dentressangle will go on serve as Chief Executive Officer of XPO Logistics’ European business and President of the parent company. He said, “By joining XPO, we will become part of an organization that shares the ambition that has guided us since the creation of Norbert Dentressangle 36 years ago: to become a global partner able to effectively support our customers in the management of their supply chains. As XPO’s platform for growth in Europe, we can continue to pursue this goal on an even larger scale, to the benefit of our customers and employees. I am proud to lead this growth for XPO, together with the current management board.”
XPO has entered into a binding agreement to purchase from Norbert Dentressangle and his family all of their shares in Norbert Dentressangle, representing 67% of the company’s outstanding shares. The agreed price per share is €217.50, excluding €1.80 dividend per share to be paid prior to the close of the transaction. The transaction is subject only to receipt of antitrust clearances in the United States and Germany. Following receipt of such clearances, XPO will launch an all-cash simplified tender offer to acquire the remaining outstanding shares of Norbert Dentressangle. Shareholders of Norbert Dentressangle will receive €217.50 of cash for each ordinary share of Norbert Dentressangle, assuming the offer is launched after the payment of the dividend. If the tender results in XPO holding more than 95% of Norbert Dentressangle’s ordinary shares and voting rights, XPO has stated its intention to squeeze out minority shareholders and delist the shares.
More to follow.
XPO’s acquisition of Norbert Dentressangle, one of Global Contract Logistics 2015 featured providers, demonstrates the value such a company holds within the market. With its contract logistics business, strong European road network, established e-commerce solutions and growing freight forwarding operations across Asia Pacific and the Americas as well as in Europe, Norbert Dentressangle makes for an interesting acquisition target. Global Contract Logistics 2015 contains industry-leading research into development and innovation within the global contract logistics market. The report, due to be published later today (29/04/2015) includes detailed profiles of the leading contract logistics providers including Norbert Dentressangle and its direct competitors. For more information on the report please contact Michael Clover.
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