XPO Logistics To Buy Norbert Dentressangle In €3.24 Bln Deal

(RTTNews) - XPO Logistics, Inc. (XPO) said Tuesday that it has agreed to buy a majority stake in Norbert Dentressangle SA and launch a tender offer for the remaining shares.

Norbert Dentressangle is a provider of contract logistics, including e-commerce fulfillment; freight brokerage and transportation; and global forwarding services. Headquartered in Lyon, France, Norbert Dentressangle has 662 locations and about 42,350 employees, and serves a blue chip customer base that includes some of the world's largest companies. The company had €5.1 billion ($5.5 billion USD) in pro-forma trailing 12-month revenue for the year-ended December 31, 2014.

The market value of the deal for Norbert Dentressangle shareholders is €2.17 billion, based on 9.9 million fully-diluted outstanding shares. The total deal value is about €3.24 billion, including €1.08 billion of net debt.

XPO has entered into a binding agreement to purchase from Norbert Dentressangle and his family all of their shares in Norbert Dentressangle, representing 67% of the company's outstanding shares. The agreed price per share is €217.50, excluding €1.80 dividend per share to be paid prior to the close of the deal.

The deal is subject only to receipt of antitrust clearances in the United States and Germany. Following receipt of such clearances, XPO will launch an all-cash simplified tender offer to acquire the remaining outstanding shares of Norbert Dentressangle. Shareholders of Norbert Dentressangle will receive €217.50 of cash for each ordinary share of Norbert Dentressangle, assuming the offer is launched after the payment of the dividend. If the tender results in XPO holding more than 95% of Norbert Dentressangle's ordinary shares and voting rights, XPO plans to squeeze out minority shareholders and delist the shares.

The deal, which is not conditioned on financing, is expected to close in the second quarter of 2015.