GXO Logistics, Inc. (NYSE:GXO) completed the acquisition of Clipper Logistics plc (LSE:CLG) from a group of shareholders.
GXO Logistics, Inc. (NYSE:GXO) made an offer to acquire Clipper Logistics plc (LSE:CLG) from a group of shareholders for approximately £920 million on February 20, 2022. GXO Logistics, Inc. agreed to acquire Clipper Logistics plc from a group of shareholders on February 28, 2022. As per the transaction, GXO Logistics, Inc. will pay 690 pence in cash and 0.0359 New GXO Shares. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement. The cash consideration payable by GXO under the terms of the Acquisition will be funded through third party debt incurred by GXO. Such third party debt is to be provided under a bridge facility agreement of £800 million arranged by Barclays Bank PLC and Citibank. As of March 22, 2022, entered into a Term Loan Credit Agreement with the lenders and other parties from time to time party thereto and Barclays Bank plc, as administrative agent. The Term Loan Credit Agreement provides for a £375 million unsecured term facility which can be used for acquisition, consisting of £187.5 million of loans that mature two years following the closing date.
The scheme will be conditional upon its approval by a majority in number representing not less than 75% in value of the scheme shareholders, the court meeting, all resolutions necessary to approve and implement the scheme as set out in the notice of the general meeting, the sanction of the scheme by the court without modification or with modification on terms acceptable to GXO and Clipper and the delivery of a copy of the scheme court order, NYSE Listing of New GXO shares, Competition and Markets Authority clearance, Polish competition authority clearance, National security and investment clearances, General Third Party official authorizations and regulatory clearances. No adverse change, litigation or regulatory enquiry. GXO has received irrevocable undertakings including from Steve Parkin, Executive Chairman of Clipper, as well as the other Clipper shareholder directors to vote in favor of the scheme at the court meeting and the resolutions to be proposed at the general meeting and, if the acquisition is subsequently structured as a takeover offer, to accept any takeover offer made by GXO in respect of 23,893,180 Clipper shares representing, in aggregate, approximately 23.3% of the existing issued ordinary share capital of Clipper. These irrevocable undertakings remain binding in the event of a competing offer. David Hodkin, Steve Parkin, George Turner, Gurnaik Chima, Sean Fahey and Tony Mannix have given irrevocable undertakings to elect to receive 50% of their consideration in the form of new GXO shares. As of March 14, 2022, after minor amendment to the shareholder irrevocable undertaking the number of Clipper shares held by George Turner is 597,703 (0.58%) and not 650,428 (0.63%). aggregate number of Clipper shares in respect of which GXO has received irrevocable undertakings from George Turner, Gurnaik Chima and Sean Fahey (the Individual Shareholders) is 7,667,703 and not 7,720,428 and number of Clipper shares in respect of which GXO has received irrevocable undertakings in aggregate is 23,840,455 and not 23,893,180.
The directors of Clipper, who have been so advised by Numis as to the financial terms of the acquisition, consider the terms of the acquisition to be fair and reasonable. The directors of Clipper intend to recommend unanimously Clipper shareholders to vote in favor of the scheme at the court meeting and the resolutions to be proposed at the general meeting. The court meeting and general meeting is scheduled on April 11, 2022. As of April 11, 2022, the transaction has been approved in court meeting and Clipper Logistics plc's shareholders meeting. As of May 12, 2022, the transaction has been approved by the Polish Office of Competition & Consumer Protection. As of May 18, 2022, the UK Competition and Markets Authority has issued an initial enforcement order, conditional upon and with effect from the effective date, the purpose of which is to ensure that Clipper continues to be run independently from GXO until the UK Competition and Markets Authority's review has been completed, and the UK Competition and Markets Authority clearance as set out in paragraph 4 of Part A of Part Three of the Scheme Document has now been waived. Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the scheme will become effective in the summer of 2022. Clipper is pleased to announce that the Court has today sanctioned the Scheme by which the recommended cash and share offer for Clipper by GXO is being implemented. The Scheme will become effective and remains conditional upon the delivery of the Court Order to the Registrar of Companies, which is expected to take place on 24 May 2022. As of May 9, 2022, the transaction is expected to be effective on May 24, 2022. Long stop date is November 28, 2022.
Neil Thwaites and Alexander Mitteregger of N M Rothschild & Sons Limited acted as financial advisor to GXO Logistics, Inc. and Stuart Skinner, Stuart Ord, Kevin Cruickshank and William Wickham of Numis Securities Limited acted as financial advisor and fairness opinion provider to Clipper Logistics plc. Chris Brooks, Philipp Gillmann, Akshay Majithia and Jon Bone of Barclays Bank PLC acted as financial advisor to GXO. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to GXO in connection with the acquisition. Wachtell Lipton Rosen & Katz is acting as legal adviser to GXO in connection with debt finance aspects of the acquisition. Hogan Lovells International LLP is acting as legal adviser to Clipper in connection with the acquisition. On March 17, 2022, the scheme document is made available to Clipper shareholders.
GXO Logistics, Inc. (NYSE:GXO) completed the acquisition of Clipper Logistics plc (LSE:CLG) from a group of shareholders on May 24, 2022. Under the terms, 11.99% or 12,526,017 Clipper shares elected a valid share consideration, 79.01% or 82,531,331 Clipper shares elected cash consideration and shareholders who did not make valid Mix and Match Elections or have not participated in the Mix and Match Facility will receive the default consideration, which is 0.0359 New GXO Shares and 690 pence in cash, for each Clipper Share.
