GXO Trumps CEVA’s Wincanton Offer
4th March 2024
Wincanton Logistics Directors are now supporting a £762m takeover offer from the American third party logistics company GXO and have withdrawn their backing for a rival bid from CEVA Logistics.
Wincanton said on Friday that directors intended to recommend unanimously an offer of 605p a share made by GXO on Thursday. In the latest twist in the takeover battle, the Wincanton board withdrew their backing for an increased and final cash offer from Marseille-based CEVA Logistics at 480p a share. The GXO offer is pitched at a 29% premium to the record high share price of 470p reached during the period to 18 January, the last business day before Wincanton received a £567m bid from CEVA.
Currently listed on the London Stock Exchange, Wincanton is a leading supply chain partner for British and Irish business, and a trusted partner to many of the UK and Ireland’s most recognisable brands and influential public bodies. Wincanton provides business critical services and takes care of all customers’ supply chain needs and a range of outsourced and integrated supply chain solutions, across four sectors: efulfilment; Grocery & Consumer; General Merchandise; and Public & Industrial.
With almost 100 years’ heritage, Wincanton’s 20,300-strong team operates from more than 170 sites across the country, responsible for 8,500 vehicles. For FY23, Wincanton generated revenue of £1,462 million, underlying EBITDA of £121.9 million.
GXO Trumps CEVA
CMA CGM provided this statement to Logistics Business:
On 19 January 2024, the boards of directors of Wincanton plc (“Wincanton”) and CEVA Logistics UK Rose Limited (“CEVA”), a wholly-owned subsidiary of CEVA Logistics S.A. (“CEVA Logistics”), itself a subsidiary of CMA CGM S.A. (“CMA CGM”), made an announcement pursuant to Rule 2.7 of the Code that they had reached agreement on the terms and conditions of a recommended cash offer for the entire issued and to be issued ordinary share capital of Wincanton by CEVA (the “Acquisition”), to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).
The scheme document in respect of the Acquisition (the “Scheme Document”) was published and made available to Wincanton Shareholders on 15 February 2024. A supplementary announcement to the Scheme Document was then published on 26 February 2024 pursuant to which CEVA announced the terms of an Increased and Final Offer (as defined therein) (the “Supplementary Scheme Announcement”). CEVA reserved the right to increase the Increased and Final Offer Price (as defined in the Supplementary Scheme Announcement) if a competing offer was made for Wincanton.
On 29 February 2024 a competing offer was announced for Wincanton. On 1 March 2024 the Wincanton Directors announced that they no longer recommend the Increased and Final Offer.
Following the Wincanton Directors’ change in recommendation, in accordance with Note 2 on Rule 32.2 of the Takeover Code, CEVA confirms that it will not set aside the no price increase statement in the Supplementary Scheme Announcement. Furthermore, CEVA will not switch to a takeover offer (as defined in section 974 of the Companies Act 2006) in respect of Wincanton. It is CEVA’s intention that the Increased and Final Offer will lapse in due course.
CEVA felt that the Increased and Final Offer represented a very attractive opportunity for all Wincanton stakeholders, notably its employees, clients and the Wincanton Shareholders.
As a global leader, CMA CGM will continue deploying its growth roadmap, leveraging its clear business strategy and very robust balance sheet, while always maintaining a clear focus on value creation with financial discipline in any acquisition.
CEVA Logistics and CMA CGM are committed to serving their clients and growing their presence in the United Kingdom which remains a core market for the CMA CGM group.
This announcement should be read in conjunction with the Scheme Document and the Supplementary Scheme Announcement. Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Wincanton chairman, Sir Martin Read, said: “Under the current management team, we have made positive progress and ensured that Wincanton is at the forefront of logistics innovation. The board of Wincanton is pleased that GXO recognises the very significant value inherent in this business and intends to recommend the offer to shareholders for their consideration.”
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