Clipper open to takeover from GXO

The statement read ‘The Board of Clipper has confirmed to GXO that, should a firm offer be made on the financial terms of

the Possible Offer, it is minded to recommend it unanimously to Clipper shareholders, subject to the agreement of other customary terms and conditions.’

The deal would value Clipper at £943 million.

The Possible Offer is to acquire each Clipper ordinary share for a combination of cash and new GXO shares (to be issued on the basis of the Exchange Ratio as defined below) as follows:

• 690 pence in cash; and

• such number of new GXO shares as would imply a valuation of 230 pence based on the trailing GXO 3-month volume weighted average price and a trailing 3-month average USD/GBP exchange rate (the “Exchange Ratio”) in each case calculated for the period ending on the last practicable date prior to any firm offer announcement, (the “Possible Offer Terms”).

Accordingly, on the basis of the Exchange Ratio set out above, the Possible Offer will imply a total valuation of 920 pence per Clipper ordinary share.

GXO’s chief executive officer, Malcolm Wilson: “This potential acquisition would enhance GXO’s position as a successful pure-play logistics leader.

“Our two companies have highly complementary service offerings, customer portfolios, and footprints in the UK and Europe, and we are natural partners with a very strong cultural fit.

“We believe we can achieve very significant productivity opportunities by taking advantage of technology and infrastructure overlap in the joint enterprise.” 

GXO has not made a firm offer for Clipper, and the release issued was required under UK takeover law after news leaked that Clipper was pursuing a sale.