The £965m takeover of Clipper Logistics by US-based GXO Logistics has completed, although the deal remains subject to a potential investigation by the Competition and Markets Authority (CMA).
Leeds-headquartered Clipper and GXO reached an agreement earlier this year (February 2022) on a recommended cash and share acquisition. Under the terms of deal, Clipper shareholders will receive 690 pence in cash and 0.0359 new GXO shares per share.
GXO was spun-off from XPO Logistics in August 2021 and is now separately listed on the New York Stock Exchange with a market capitalisation of $9.3bn.
It received irrevocable undertakings from Steve Parkin, as well as the other Clipper shareholder directors, to vote in favour of the deal. Parkin is also committed to helping ensure a smooth transition.
Clipper shareholders voted in favour of the takeover at court and general meetings in April and the High Court sanctioned the takeover last week (20 May).
The company announced yesterday (24 May) that the takeover scheme had become effective.
Following completion of the deal, Clipper has de-listed from the London Stock Exchange’s main market.
Last week (18 May), the CMA served an initial enforcement order which prevents merging parties from taking pre-emptive action that might prejudice the outcome of any potential investigation by the regulator.
The order does not prevent completion of the deal but is designed to ensure that Clipper continues to be run independently from GXO until the regulator has completed its review.
The directors of Clipper have been advised by Numis as to the financial terms of the acquisition.
Rothschild & Co is acting as lead financial adviser to GXO. Barclays is acting as joint financial adviser to GXO.
Freshfields Bruckhaus Deringer 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 is acting as legal adviser to Clipper in connection with the acquisition.