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The GXO Logistics and Clipper Logistics boards of directors on Feb. 28 said they have agreed to terms on the contract logistics company’s previously announced potential acquisition of Clipper.
Under the terms of the deal, which is valued at about $1.3 billion, Greenwich, Conn.-based GXO would acquire all of the issued and to-be-issued ordinary share capital of Clipper.
The announcement follows the companies’ Feb. 20 joint release stating that they had reached an agreement on key terms of a deal.
“GXO and Clipper have a one-of-a-kind growth opportunity, building on our shared commitment to a top-quality customer experience, innovation and industry-leading expertise,” GXO CEO Malcolm Wilson said in a statement. “Our combined complementary customer portfolios and breadth of offerings in high-growth areas will affirm GXO’s position as a leading pure-play logistics provider.”
Clipper Logistics is an omnichannel retail logistics specialist based in the United Kingdom. It specializes in e-fulfillment, fashion and high-value logistics. Its executive chairman, Steve Parkin, founded the company in 1992.
“The offer from GXO presents a compelling opportunity for us to continue to grow our service offering, by partnering with a global, technology-driven logistics company,” Parkin said in a statement. “We have accomplished so much, and I am confident the combination of our two companies means the best days are ahead.”
Clipper Shareholders will be entitled to receive 690 pence in cash, or about $9 in U.S. currency, and 0.0359 new GXO shares under the terms of the acquisition. Each Clipper share is being valued at 920 pence, around $12, based on the agreed value of a GXO share. That values its existing issued and to-be-issued share capital at approximately 965 million pounds, or $1.29 billion, on a fully diluted basis.
“In recommending this offer to shareholders, the directors of Clipper believe it is in the best interests of all the company’s stakeholders,” Parkin said. “The offer from GXO gives shareholders the opportunity to receive a high portion of cash at a significant premium to the prevailing share price and a premium to the all-time closing high, whilst also being given the opportunity to benefit in the potential future upside in the combined group.”
GXO said the acquisition is a compelling strategic combination that increases opportunities for both businesses in the high-growth e-commerce and e-fulfillment areas. It noted that the deal combines highly complementary service offerings, customer portfolios and footprints in the U.K. and Europe, and adds to its geographic presence in Germany and Poland.
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“We’ll strengthen our returns and repairs capabilities, expand our e-commerce customer base and bolster our presence in key growth areas, including Germany, Poland and life sciences, and accelerate the expansion of GXO Direct to Europe,” Wilson said. “We believe our very strong cultural fit, deep familiarity with local industry dynamics and commitment to invest and grow in highly attractive markets will enable a seamless integration.”
The GXO share value was determined by a trailing three-month volume weighted average price of $86.20 and the trailing three-month average USD/GBP exchange rate of 0.7432.
GXO was spun off last year from XPO Logistics, which ranks No. 2 on the Transport Topics Top 50 list of the largest logistics companies in North America and No. 3 on the TT Top 100 list of the largest for-hire carriers.