PFSW - PFSweb Inc. to be Acquired by GXO Logistics Inc. | Benzinga
- GXO Logistics to Acquire All Outstanding PFSweb Shares for $7.50 Per Share, Representing a 58% Premium to PFSW's 20-Day VWAP -
- Transaction Expected to be Completed in the Fourth Quarter of 2023 -
IRVING, Texas, Sept. 14, 2023 (GLOBE NEWSWIRE) -- PFSweb, Inc. (NASDAQ:PFSW) (the "Company" or "PFSweb") has entered into an Agreement and Plan of Merger to be acquired by GXO Logistics, Inc. (NYSE:GXO) ("GXO"), the world's largest pure-play contract logistics provider, for an equity value of approximately $181 million. The transaction is expected to close in the fourth quarter of 2023.
The merger agreement provides for GXO, through a subsidiary, to commence a tender offer to acquire all outstanding shares of PFSweb at $7.50 per share in cash. The consummation of the tender offer will be subject to certain conditions, including the tender of at least a majority of the outstanding shares of PFSweb common stock, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions.
Upon completion of the tender offer, GXO will acquire all PFSweb shares not acquired in the tender through a second-step merger. Upon closing the transaction, PFSweb will be removed from the Nasdaq Stock Exchange, and PFS will operate as a division within GXO.
Transaction Highlights
The proposed transaction will enable PFSweb to benefit from GXO's scale, industry-leading technology and significant capital resources, while adding PFSweb's expertise in direct-to-consumer eCommerce fulfillment for premium brands to GXO following the consummation of the acquisition. Some additional transaction highlights include:
- Enhanced Fulfillment Offerings for Premier Brands: Providing premium order fulfillment and support services to both existing PFS clients and GXO eCommerce-centric clients.
- Complementary Distribution Center Network: PFSweb's multi-node fulfillment presence in North America serves as a strategic complement to GXO's expansive global fulfillment network across the U.S., Europe and the United Kingdom.
"Joining GXO represents a strong strategic next step for PFS, as well as a valuable conclusion to our strategic alternatives process," said Mike Willoughby, CEO of PFSweb. "Since completing the sale of our LiveArea business to Merkle, we have worked diligently to strengthen PFS' operational efficiency and multi-node fulfillment network. This transaction is a testament to the success of these efforts, as well as the world-class quality of our team and client base and we believe PFS will be a fruitful addition to GXO's extensive platform."
Malcolm Wilson, CEO of GXO, commented: "PFS's platform, vertical expertise and geographic concentration make it an ideal fit for GXO. Like GXO, the PFS team has established themselves as a trusted partner for some of the world's most iconic brands and this combination will complement and expand GXO's capabilities for new and existing customers. We are very excited to bring the PFS team onboard and look forward to driving additional GXO shareholder value through disciplined capital allocation and continued investment in high growth opportunities."
Monica Luechtefeld, chair of PFSweb's board of directors, commented: "As we have communicated since 2021, the key objectives of our strategic alternatives process were to position PFS for growth, enhance our team's career opportunities and maximize value for our shareholders. We believe the proposed acquisition by GXO fulfills each of these goals. The attractive per-share premium implied by the transaction, coupled with the $4.50 special dividend we distributed in ...