GREENWICH, Conn., May 24, 2022 (GLOBE NEWSWIRE) — GXO Logistics, Inc. (NYSE: GXO), the world’s largest provider of contract logistics services, announced that effective today, it has completed its cash and equity offer for Clipper Logistics plc (the “Acquisition”) , following Court approval of the plan of arrangement two business days prior to this announcement.

GXO Managing Director Malcolm Wilson said, “We are very pleased to have reached this important milestone. With this powerful combination, GXO will accelerate our business growth and enhance the value we deliver to all stakeholders by providing enhanced offerings to a diverse and expanded customer base. We very much look forward to welcoming the Clipper team to GXO and are confident that our complementary capabilities and offerings in high-growth areas, our shared focus on innovation and technology, and our excellent cultural fit will strengthen our position. as a logistics leader. ”

As is customary in such circumstances, GXO and Clipper Logistics will continue to be managed independently until the UK’s Competition and Markets Authority (CMA) has completed its review, which is expected over late in 2022. The Polish Office for Competition and Consumer Protection (Prezes Urzędu Ochrony Konkurencji i Konsumentów) (“UOKiK”) approved the acquisition earlier this month.

The transaction, announced on February 28, 2022, brings together two logistics industry leaders with highly complementary service offerings, customer portfolios and footprints in the UK and Europe. Clipper adds a geographic presence in Germany and Poland, as well as a presence in life sciences, reverse logistics and returns management, which are key growth areas for GXO. The combination also reinforces GXO’s ESG leadership position, adding the reverse logistics and circular economy offerings developed by Clipper and its strong internal goals to minimize carbon emissions and waste. The company expects to realize significant productivity opportunities and cost synergies within two years of closing the transaction.

About GXO Logistics

GXO Logistics, Inc. (NYSE: GXO) is the world’s largest pure-play contract logistics provider and benefits from the rapid growth of e-commerce, automation and outsourcing. GXO is committed to providing a diverse, world-class workplace for approximately 120,000 team members in more than 900 facilities totaling approximately 200 million square feet. The company partners with the world’s largest blue-chip companies to solve complex logistics challenges with technologically advanced supply chain and e-commerce solutions at scale and speed. GXO’s headquarters are in Greenwich, Connecticut, USA. Visit GXO.com for more information and connect with GXO on LinkedIn, Twitter, Facebook, Instagram and YouTube.

GXO

Media
Matthew Schmidt (USA)

+1 (203) 307 2809

Kat Kalinina (UK) +44 7974 594 467
Investors
Marc Manduca

+1 203 585 8986

Rothschild & Cie (Senior Financial Advisor to GXO) +44 (0)20 7280 5000
Neil Thwaites
Alexander Mitteregger
Barclays (Joint Financial Advisor to GXO)
Phillip Gilman
Akshay Majithia

Jon Bone (corporate brokerage)

+44 (0)20 7623 2323

Freshfields Bruckhaus Deringer LLP is retained as legal counsel to GXO.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the acquisition and other information released by GXO and Clipper include statements that are, or may be deemed to be, “forward-looking statements” meaning of Section 27A of the US Securities Act and Section 21E of the US Exchange Act. All statements other than statements of historical facts are, or may be deemed to be, forward-looking statements, including statements regarding the financial condition, strategies, results of operations and businesses of GXO and Clipper and their respective groups. and certain plans and objectives relating to the Extended Group, including, without limitation, GXO’s and Clipper’s 2022 financial targets for organic revenue growth, adjusted EBITDA, amortization expense and expenses net capital and operating cost synergies expected for the enlarged Group. In some cases, forward-looking statements can be identified by the use of forward-looking words such as “anticipate”, “estimate”, “believe”, “continue”, “could”, “should”, “should”, “have the ‘intent’, ‘may’, ‘plan’, ‘potential’, ‘predict’, ‘should’, ‘will’, ‘expect’, ‘goal’, ‘projection’, ‘forecast’, ‘goal’ , “direction,” “perspective,” “effort,” “target,” “path” or the negative of these or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyzes made by the company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the company deems appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these statements. forward-looking statements.

Factors that could cause or contribute to a material difference include, but are not limited to, the risks discussed in GXO’s SEC filings and the following: the severity, magnitude, duration and consequences of the COVID-19 pandemic and government responses to the COVID-19 pandemic; general economic conditions; supply chain challenges, including labor shortages; competitive and pricing pressures; GXO Group’s and/or Clipper Group’s ability to align GXO Group’s and/or Clipper Group’s investments in capital assets, including equipment, service centers and warehouses, with the demands of their respective customers; the ability of the GXO Group and/or the Clipper Group to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to the acquired companies; acquisitions may fail or result in other risks or developments that adversely affect the financial condition and results of GXO Group and/or Clipper Group; the ability of the GXO Group and/or the Clipper Group to develop and implement appropriate information technology systems and to prevent failures or breaches of such systems; the ability of GXO Group and/or Clipper Group to raise debt and equity; dispute; labor matters, including the ability of GXO Group and/or Clipper Group to manage its contractors, and the risks associated with labor disputes among GXO Group and/or Clipper Group’s customers and organizations’ efforts unions to organize its employees; risks associated with defined benefit plans for current and former employees of the GXO Group and/or the Clipper Group; exchange rate fluctuations; fluctuations in fixed and floating interest rates; GXO Group and/or Clipper Group intellectual property rights issues; government regulations, including trade compliance laws, as well as changes in international trade policies and tax regimes; natural disasters, terrorist attacks or similar incidents; a material disruption of the operations of the GXO Group and/or the Clipper Group; failure to achieve the level of revenue growth, cash generation, cost savings, improved profitability and margins, fiscal discipline or enhanced competitiveness and operations anticipated or targeted; the impact of potential cyberattacks and breaches of information technology or data security; failure to successfully implement technology initiatives; expected benefits of the acquisition and uncertainties regarding the acquisition, including the risk that the acquisition will not produce the desired benefits; a determination by a tax authority that a distribution or certain related acquisitions on transactions should be treated as taxable transactions; the financing transactions planned in the context of the separation and the risks associated with additional indebtedness; the risk that dis-synergy costs, restructuring transaction costs and other costs incurred in connection with the separation exceed estimates; and the impact of the separation on GXO’s business, operations, relationships with customers, suppliers, employees and other business counterparties, and the risk that the separation will be more difficult, longer or more costly than expected , which could result in additional demands on GXO’s resources, systems, procedures and controls, disruption of ongoing operations and diversion of management’s attention from other business concerns. All forward-looking statements set forth in this announcement are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by GXO Group or Clipper Group will materialize or, even if materially materializing, that they will come true. have the intended consequences or effects on us or its business or operations. The forward-looking statements set forth in this announcement speak only as of the date hereof, and neither GXO nor Clipper undertakes to update any forward-looking statements to reflect subsequent events or circumstances, changes in expectations or occurrence of unforeseen events, except to the extent required by law.