GXO Logistics, Inc. (NYSE:GXO) made an offer to acquire Wincanton plc (LSE:WIN) from Threadneedle Asset Management Ltd, Aberforth Partners LLP, Polar Capital Funds Plc - Uk Value Opportunities Fund (ISE:) managed by Polar Capital LLP, The Wellcome Trust Limited and others for approximately £760 million on February 29, 2024. GXO made an offer of £6.05 per share. GXO reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Scheme as an alternative to the Offer. GXO has received irrevocable undertakings to accept (or to procure the acceptance of) the offer in respect of, in aggregate, 42,395,691 Wincanton shares and representing approximately 34.0% of the issued share capital of Wincanton. The cash consideration payable by GXO to Wincanton Shareholders under the terms of the Acquisition will be funded through third party debt incurred by GXO. Such third-party debt is to be provided under a bridge facility agreement arranged by BofA Securities, Inc. If the Offer becomes or is declared unconditional, and sufficient acceptances are received, GXO intends to procure that Wincanton will make an application for the cancellation of the listing of the Wincanton Shares on the Official List and for the cancellation of trading on the Main Market of the London Stock Exchange. As a result, the GXO Board expects the Acquisition to be immediately accretive to earnings per share, excluding synergies and on a pro-forma basis double digit enhancing including full run-rate cost synergies. The Offer will be subject to receiving valid acceptances in respect of, and/or having otherwise acquired Wincanton Shares which constitute not less than 75% of the voting rights relating to the Wincanton Shares or waiving such condition, subject to receiving acceptances in respect of over 50% of such voting rights; confirmation of no objection to the change of control of Risk Underwriting (Guernsey) Limited by the GFSC under the Guernsey Insurance Law; clearance in the United Kingdom under the NSI Act; satisfaction or, where applicable, waiver of the other Conditions; and the Offer becoming Effective by no later than the Long-Stop Date. Subject to the satisfaction or, where applicable, waiver of all relevant conditions, including the Conditions, and the Offer is expected to become Effective in mid-Q2 2024. As on March 6, 2024, The GXO Directors welcome the Wincanton Directors' intention to recommend the GXO Offer and to support GXO to implement the Acquisition by way of a Scheme. Accordingly, GXO has elected, with the consent of Wincanton and the Panel, to implement the Acquisition by way of a recommended scheme of arrangement. The Acquisition is conditional on, among other things, (a) a resolution to approve the Scheme being passed by a majority in number representing 75 per cent. in value of the Wincanton Shareholders present and voting (and entitled to vote) at the meeting summoned under section 896 of the Companies Act, either in person or by proxy (the "Court Meeting"); (b) the resolutions required to implement the Scheme being passed by the requisite majority of Wincanton Shareholders at a general meeting (the "General Meeting"); and (c) the sanction of the Scheme by the High Court of Justice in England and Wales. The Acquisition is no longer conditional on the Acceptance Condition. The Scheme is expected to become Effective in mid-Q2 2024. As on March 14, 2024, the scheme document has published. As of March 26, 2024, Guernsey Financial Services Commission approved the deal. As of April 4, 2024, the Scheme Document had not been satisfied and therefore the Increased and Final Offer (as defined in the supplementary announcement made by CEVA Bidco on February 26, 2024) has now lapsed in accordance with the terms of the scheme document in respect of the cash offer by CEVA for the entire issued and to be issued ordinary share capital of Wincanton. As of April 10, 2024, Wincanton PLC shareholders approve the deal. As of April 23, 2024, GXO is pleased to announce that the Secretary of State in the Cabinet Office informed GXO on that the UK Government will not take any further action in relation to the Acquisition under the NSI Act. As of 24 April 2024, GXO announced that it had received clearance under the NSI Act. As of April 25, 2024, Wincanton is pleased to announce that the High Court of Justice in England and Wales has today sanctioned the Scheme pursuant to which the Acquisition is being implemented. The Scheme is expected to become effective on 29 April 2024.

Geoff Iles, Peter Luck, Justin Anstee, and Ray Williams of BofA Securities, Neil Thwaites and Matthew Price of Rothschild & Co acted as financial advisors and Rhys Evans, Piers Prichard Jones and Sebastian Fain of Freshfields Bruckhaus Deringer LLP is acting as legal adviser 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. Anthony Parsons, Adam Miller, Christopher Fincken, Joe Weaving and Charles-Antoine de Chatillon of HSBC Bank plc and Mark Lander, George Price and Stuart Ord of Numis Securities Limited, Sandip Dhillon, Arnould Fremy, and Hew Glyn Davies of UBS AG London Branch provided financial advice to the Wincanton. Herbert Smith Freehills LLP is acting as legal adviser to Wincanton.
GXO Logistics, Inc. (NYSE:GXO) completed the acquisition of Wincanton plc (LSE:WIN) from Threadneedle Asset Management Ltd, Aberforth Partners LLP, Polar Capital Funds Plc - Uk Value Opportunities Fund (ISE:) managed by Polar Capital LLP, The Wellcome Trust Limited and others on April 29, 2024. As of closing, the Scheme has now become effective in accordance with its terms and the entire issued share capital of Wincanton is now owned by GXO. As a result of the Scheme having become effective, share certificates in respect of Wincanton Shares will cease to be valid documents of title and entitlements to Wincanton Shares held in uncertificated form in CREST are being cancelled. And upon the Scheme becoming effective earlier today, Wincanton's non-executive directors, Sir Martin Read CBE, Gillian Barr, Anthony Bickerstaff, Mihiri Jayaweera, Deborah Lentz and John Pattullo OBE, have each resigned from the Wincanton Board. Wincanton's executive directors, James Wroath and Tom Hinton will remain on the Wincanton Board. As of May 8, 2024, the Competition and Markets Authority (the ?CMA?) in the U.K. is currently reviewing the Acquisition as it has initiated a probe into US logistics company GXO Logistics on Wincanton acquisition. The Company estimates that the CMA?s review of the acquisition will be completed during the second half of 2024.