XPO Logistics,
Inc. and Norbert Dentressangle SA have 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.
Norbert Dentressangle is a leading global provider of contract logistics,
including e-commerce fulfillment; freight brokerage and transportation; and
global forwarding services which is headquartered in Lyon, France. It has 662
locations and approximately 42,350 employees, serving a blue chip customer base
that includes some of the world’s largest companies. Norbert Dentressangle’s
transportation and logistics services complement XPO’s offerings in contract
logistics, freight brokerage and global forwarding. The company had €5.1
billion ($5.5 billion USD) in pro-forma trailing 12-month revenue for the
year-ended December 31, 2014.
The
market value of the transaction for Norbert Dentressangle shareholders is €2.17
billion, based on 9.9 million fully-diluted outstanding shares. The total
transaction value is approximately €3.24 billion, including €1.08 billion of
net debt. The board of directors of XPO and the supervisory board of Norbert
Dentressangle have unanimously approved the transaction.
XPO has entered into a binding
agreement to purchase from Mr. Norbert Dentressangle and his family all of
their shares in Norbert Dentressangle, representing 67per cent 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 intends to squeeze out minority shareholders and delist the shares.
The proposed transactions are structured in accordance with the General
Regulation of the French securities regulator, the Autorité des marchés
financiers, and all applicable securities laws and regulations in the
United States. The purchase price represents an aggregate
consideration of 9.1 times consensus 2015 EBITDA of €357 million (approximately
$388 million USD). The per-share cash price represents a premium of
approximately 34 percent compared to the closing price of Norbert Dentressangle
ordinary shares on April 27, 2015.
Hervé
Montjotin, chairman of the executive board and chief executive officer of
Norbert Dentressangle, will serve as chief executive officer of XPO’s European
business and president of the parent company. XPO intends not to reduce
the total number of full-time employees in France for a period of at least 18
months from closing. Additionally, XPO intends to maintain the European
headquarters of Norbert Dentressangle in Lyon, and also intends to maintain the
headquarters and center of decision of Norbert Dentressangle’s European
logistics business in France, as well as Norbert Dentressangle’s transportation
business in the department of Drôme.
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 $545 million and increase our revenue to about $8.5 billion 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.”
Norbert
Dentressangle offers services that strongly mirror XPO’s portfolio: contract
logistics, including e-fulfillment; freight brokerage; an asset-light
palletized network; freight management; dedicated and owned truckload; and global
freight forwarding. XPO intends to use the acquired operations as a platform to
grow its business in Europe. Norbert Dentressangle’s Red Online service leads the
€5 billion outsourced e-fulfillment market in Europe, with €242 million revenue
in 2014 and 31% organic growth. It serves both B2B and B2C customers in the
United Kingdom, Spain and France. Norbert Dentressangle also has
leading capabilities in high-growth reverse logistics.
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