XPO LOGISTICS (EPA:XPO) - Mise à disposition du communiqué de presse de XPO Logistics, Inc. en date du 2 décembre 2020
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03/12/2020 06:59
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Mise à disposition du communiqué de presse de XPO Logistics, Inc. en date
du 2 décembre 2020
LYON, FRANCE - 3 décembre 2020 - XPO Logistics Europe (ISIN FR0000052870)
informe ses actionnaires du communiqué de presse (reproduit ci-après)
diffusé par XPO Logistics, Inc. le 2 décembre 2020 portant sur l'examen d'un
projet stratégique.
A propos de XPO Logistics
XPO Logistics, Inc. (NYSE : XPO) fait partie du Top 10 mondial des prestataires
supply chain, offrant des solutions à la pointe de l'innovation aux
entreprises les plus performantes dans le monde. L'entreprise opère un réseau
très intégré de personnes, de technologies et d'équipements dans 30 pays,
avec environ 97 000 collaborateurs et 1 499 sites. XPO met ce réseau au
service de plus de 50 000 clients pour accroître l'efficacité de leur supply
chain. Le siège de l'entreprise est situé à Greenwich, Connecticut
(Etats-Unis) et son siège européen est basé à Lyon, France. XPO conduit
l'essentiel de ses opérations en Europe au travers de sa filiale XPO Logistics
Europe, cotée sous le code " XPO " sur Euronext Paris - Isin FR0000052870.
europe.xpo.com
Contact Presse
XPO Logistics Europe
Anne Lafourcade
+33 (0)6 75 22 52 90
anne.lafourcade@xpo.com
XPO Logistics Announces Plan to Spin Off Logistics Segment to Its Shareholders
Separation of logistics and transportation businesses would create two
pure-play industry powerhouses
GREENWICH, Conn. - December 2, 2020 - XPO Logistics, Inc. (NYSE: XPO) ("XPO")
today announced that its board of directors has unanimously approved a plan to
pursue a spin-off of 100% of its logistics segment as a separate publicly
traded company. XPO intends to structure the spin-off as a transaction that is
tax-free to XPO shareholders and would result in XPO shareholders owning stock
in both companies.
After a thorough examination of all strategic alternatives, the XPO board
currently believes that the optimal path to unlock aggregate equity value is to
create two independent companies that are each well-equipped to capitalize on
secular growth trends in their sectors. If completed, the spin-off will result
in separate businesses with clearly delineated service offerings: XPORemainCo,
a global provider of less-than-truckload (LTL) and truck brokerage
transportation services; and NewCo, the second largest contract logistics
provider in the world. Both companies are expected to trade on the New York
Stock Exchange.
Brad Jacobs, chairman and chief executive officer of XPO Logistics, said, "By
uncoupling our transportation and logistics segments, we intend to create two
high-performing, pure-play companies to serve the best interests of all our
stakeholders. Both businesses will have greater flexibility to tailor strategic
decision-making and capital allocations to their end- markets, with the benefit
of strong positioning as customer-focused innovators. We currently believe that
this spin-off is the most effective way to unlock significant value for our
customers, employees and shareholders."
If the spin-off is completed as expected: Jacobs will continue to serve as
chairman and chief executive officer of XPORemainCo, and will become chairman
of the NewCo board; Troy Cooper will continue to serve as XPORemainCo's
president; and the executives currently leading XPO's global logistics segment
will continue to serve in senior positions with NewCo.
The transaction is currently expected to be completed in the second half of
2021, subject to various conditions, including the effectiveness of a Form 10
registration statement, receipt of a tax opinion from counsel, the refinancing
of XPO's debt on terms satisfactory to the XPO board of directors, and final
approval by the XPO board of directors. There can be no assurance that a
separation transaction will occur or, if one does occur, of its terms or
timing.
Compelling Strategic Rationale for Separation
The XPO board of directors believes that the creation of two pure-play
businesses with distinct service offerings will provide significant benefits to
both companies and their stakeholders, and that a lower debt profile with
enhanced earnings potential will make it easier to achieve each company's
target of an investment-grade credit rating. Importantly:
* XPORemainCo and NewCo would both benefit from an undiluted focus on their
specific strategic priorities and customer requirements.
* Each business would be able to deepen its differentiation by having its
technology team focus on enhancing the proprietary software developed for
its specific service offering - notably, the XPO Connect(tm) digital
transportation platform and XPO Smart(tm) productivity tools for logistics
and LTL operations.
* Each standalone company would have an investor base aligned with a clear-cut
value proposition and be valued separately by the investment community,
potentially resulting in an increase in equity value that would benefit each
of the businesses in executing its strategy.
* Each business would be able to attract and retain world-class talent by
offering meaningful equity-based compensation that correlates closely to
performance.
* Separate public stock listings would enhance each company's ability to
pursue accretive M&A opportunities, with the benefit of an independent
equity currency at a potentially higher value.
XPO's views regarding the spin-off's potential impact on aggregate equity value
are based, among other things, on a study of the valuation multiples assigned
to its publicly traded peers that have more specialized business models. The
company believes that, by simplifying the business model and strengthening the
focus of each resulting company, a spin-off is the optimal way to unlock
significant equity value not currently reflected in the existing conglomerate
and thereby benefit both businesses and their stakeholders.
XPORemainCo Profile
Post-separation, XPORemainCo will be a top provider of freight transportation,
primarily LTL and non-asset truck brokerage - these two services currently
account for approximately 90% of adjusted EBITDA. The business will comprise:
* The third largest provider of LTL transportation in North America, with an
industry-best improvement in adjusted operating ratio over the five years of
XPO ownership; and
* The second largest truck brokerage provider worldwide, with a digital
brokerage marketplace that has the fastest carrier adoption rate in the
industry.
As of September 30, 2020, XPO had transportation operations in 17 countries,
with approximately 38,000 employees and 724 locations.
NewCo Profile
Post-separation, NewCo will be the second largest contract logistics company in
the world, with approximately 200 million square feet of warehouse space. The
business will comprise:
* A range of innovative services enabled by intelligent technology, including
high-value- add warehousing, omnichannel fulfillment, reverse logistics,
cold-chain logistics and supply chain optimization;
* The largest outsourced e-commerce fulfillment platform in Europe, with
burgeoning e-commerce and reverse logistics services in North America; and
* XPO Direct(tm), a shared-space distribution network in North America with the
flexibility to reposition customer inventories close to demand.
As of September 30, 2020, XPO had asset-light logistics operations in 27
countries, with approximately 58,000 employees and 766 locations.
Advisors
XPO has retained Goldman Sachs & Co. LLC as its financial advisor and Wachtell,
Lipton, Rosen & Katz as its legal advisor to assist with the spin-off process.
Investor Presentation
A presentation that summarizes the intended spin-off transaction will be
available on the investor relations area of the company's website,
xpo.com/investors, from Wednesday, December 2, 2020, at 4:30 p.m. Eastern Time
until January 1, 2021.
Forward-looking Statements
This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are, or may be deemed to be, forward-looking
statements, including the statements above regarding plans, benefits and timing
of the contemplated spin-off transaction. In some cases, forward-looking
statements can be identified by the use of forward-looking terms such as
"anticipate," "estimate," "believe," "continue," "could," "intend," "may,"
"plan," "potential," "predict," "should," "will," "expect," "objective,"
"projection," "forecast," "goal," "guidance," "outlook," "effort," "target,"
"trajectory" or the negative of these terms or other comparable terms.
However, the absence of these words does not mean that the statements are not
forward- looking. These forward-looking statements are based on certain
assumptions and analyses made by the company in light of its experience and its
perception of historical trends, current conditions and expected future
developments, as well as other factors the company believes are appropriate in
the circumstances.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. Factors (including risks,
uncertainties and assumptions) that might cause or contribute to a material
difference include the expected benefits and costs of the intended spin-off
transaction, the expected timing of the completion of the spin-off transaction
and the transaction terms, the risks discussed in our filings with the SEC and
the following: the severity, magnitude, duration and aftereffects of the
COVID-19 pandemic and government responses to the COVID-19 pandemic; public
health crises (including COVID-19); economic conditions generally; competition
and pricing pressures; our ability to align our investments in capital assets,
including equipment, service centers and warehouses, to our customers' demands;
our ability to successfully integrate and realize anticipated synergies, cost
savings and profit improvement opportunities with respect to acquired
companies; our ability to develop and implement suitable information technology
systems and prevent failures in or breaches of such systems; our substantial
indebtedness; our ability to raise debt and equity capital; our ability to
implement our cost and revenue initiatives; our ability to maintain positive
relationships with our network of third-party transportation providers; our
ability to attract and retain qualified drivers; litigation, including
litigation related to alleged misclassification of independent contractors and
securities class actions; labor matters, including our ability to manage our
subcontractors, and risks associated with labor disputes at our customers and
efforts by labor organizations to organize our employees; risks associated with
our self- insured claims; risks associated with defined benefit plans for our
current and former employees; fluctuations in currency exchange rates;
fluctuations in fixed and floating interest rates; fuel price and fuel
surcharge changes; issues related to our intellectual property rights;
governmental regulation, including trade compliance laws, as well as changes in
international trade policies and tax regimes; governmental or political
actions, including the United Kingdom's exit from the European Union; and
natural disasters, terrorist attacks or similar incidents. All forward-looking
statements set forth in this release are qualified by these cautionary
statements and there can be no assurance that the actual results or
developments anticipated by us will be realized or, even if substantially
realized, that they will have the expected consequences to or effects on us or
our business or operations. Forward- looking statements set forth in this
release speak only as of the date hereof, and we do not undertake any
obligation to update forward-looking statements to reflect subsequent events or
circumstances, changes in expectations or the occurrence of unanticipated
events, except to the extent required by law.
Media Contact:
Kekst CNC
Liz Cohen
+1-917-842-5697
XPOmedia@kekstcnc.com
Investor Contact:
XPO Logistics, Inc.
Tavio Headley
+1-203-413-4006
tavio.headley@xpo.com