GXO Completes Acquisition of PFSweb
October 23 2023 - 4:15PM
GXO Logistics, Inc. (NYSE: GXO), the world’s largest
pure-play contract logistics provider, today announced the
successful completion of its acquisition of U.S.-based PFSweb,
Inc., a premier, tech-enabled eCommerce order fulfillment platform.
GXO CEO Malcolm Wilson said, “Today’s acquisition marks an
important step on GXO’s path to expand its exposure to new
high-growth verticals in North America and adds valuable
capabilities that will directly benefit our customers. We are
excited to officially welcome the talented PFSweb team to GXO. The
successful acquisition is another example of our commitment to
creating shareholder value through disciplined capital allocation
when ideal opportunities arise.”
The acquisition of PFSweb will expand GXO’s offering in
high-growth verticals, including cosmetics and luxury goods, across
North America and Europe by leveraging PFSweb’s relationships with
more than 100 brands. GXO will also capitalize on PFSweb’s key
service capabilities ranging from high touch customer care and
secure payments and fraud protection to distributed order
orchestration systems on which many high-end brands rely.
Following the close of the transaction, PFSweb will operate as a
division within GXO’s Americas and Asia Pacific region which is led
by Eduardo Pelleissone.
Eduardo Pelleissone, President, Americas and Asia Pacific, GXO,
added, “We’re excited about the significant opportunity ahead with
PFSweb as part of GXO. Together, we’ll expand their premium
capabilities across GXO’s operations and enhance our customer
offerings while growing our market share in North America.”
The tender offer by GXO for all of the outstanding shares of
PFSweb expired at the end of the day, 12:00 midnight, New York City
time, on October 20, 2023. Computershare Inc. and Computershare
Trust Company, N.A., the depository and paying agent for the tender
offer, advised GXO that as of the tender offer expiration, a total
of 19,792,215 shares of PFSweb had been validly tendered and not
validly withdrawn, representing approximately 86.9% of the shares
outstanding. All of the conditions of the offer have been
satisfied, and GXO has accepted for payment for $7.50 per share, in
cash, without interest and less any applicable withholding thereon,
all shares that were validly tendered and not validly withdrawn and
will promptly pay for all such shares. Following its acceptance of
the tendered shares, GXO completed its acquisition of PFSweb
through a second step merger of Peregrine MergerSub I, Inc. with
and into PFSweb. As a result of the merger, PFSweb became a wholly
owned subsidiary of GXO. As a result of the transaction, PFSweb
shares will be delisted and will cease to trade on the Nasdaq
Capital Market.
GXO’s financial advisor for the transaction was Goldman Sachs,
and its legal advisor was Wachtell, Lipton, Rosen & Katz.
PFSweb’s financial advisor for the transaction was Raymond James
& Associates, Inc., and its legal advisor was FisherBroyles,
LLP.
About GXO LogisticsGXO Logistics, Inc. (NYSE:
GXO) is the world’s largest pure-play contract logistics provider
and is benefiting from the rapid growth of eCommerce, automation,
and outsourcing. GXO is committed to providing a diverse,
world-class workplace for more than 130,000 team members across
more than 970 facilities totaling approximately 200 million square
feet. The company partners with the world’s leading blue chip
companies to solve complex logistics challenges with
technologically advanced supply chain and ecommerce solutions, at
scale and with speed. GXO corporate headquarters are located in
Greenwich, Connecticut, USA. Visit GXO.com for more
information.
Forward-Looking StatementsThis press release
contains forward-looking statements that involve risks and
uncertainties relating to future events and the future performance
of GXO, including regarding GXO’s acquisition of PFSweb and the
prospective benefits of the acquisition. Actual events or results
may differ materially from these forward-looking statements. Words
such as “anticipate,” “expect,” “intend,” “plan,” “propose,”
“provide,” “believe,” “seek,” “estimate,” variations of such words,
and similar expressions are intended to identify such
forward-looking statements, although not all forward-looking
statements contain these identifying words. Risks that may cause
these forward-looking statements to be inaccurate include, without
limitation: risks related to GXO’s ability to realize the
anticipated benefits of the acquisition, including the possibility
that the expected benefits from the acquisition will not be
realized or will not be realized within the expected time period
and that GXO and PFSweb will not be integrated successfully; the
effects of the transaction on relationships with employees, other
business partners or governmental entities; the ability of GXO and
PFSweb to retain and hire key personnel; negative effects of the
consummation of the acquisition on the market price of GXO’s common
stock or operating results; the possibility that costs or
difficulties related to the integration of PFSweb’s operations with
those of GXO will be greater than expected; unknown liabilities;
the risk of litigation and/or regulatory actions, including
litigation and/or regulatory actions related to the acquisition;
uncertainties as to how customers, suppliers, employees, and
stockholders will react to the acquisition; the risk of any
unexpected costs or expenses resulting from the acquisition; and
the impact of public health outbreaks, epidemics, or pandemics
(such as the COVID-19 pandemic) on GXO’s respective businesses.
A more complete description of these and other material risks
can be found in GXO’s filings with the U.S. Securities and Exchange
Commission (the “SEC”), including its Annual Reports on Forms 10-K
for the fiscal year ended December 31, 2022 and subsequent
Quarterly Reports on Form 10-Q. Any forward-looking statements are
made based on the current beliefs and judgments of GXO’s
management, and the reader is cautioned not to rely on any
forward-looking statements made by GXO. Except as required by law,
GXO does not undertake any obligation to update (publicly or
otherwise) any forward-looking statement, including without
limitation any financial projection or guidance, whether as a
result of new information, future events, or otherwise.
GXO Investors Chris Jordan+1 (203)
536-8493chris.jordan@gxo.com
GXO MediaMatthew Schmidt+1 (203)
307-2809matt.schmidt@gxo.com
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