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 December 2022, represents
the considerable value we have delivered to PFSweb investors during
this process. We appreciate our shareholders’ continued support as
we work towards closing the transaction.”
Raymond James & Associates, Inc. acted as
exclusive financial advisor to PFSweb in the transaction.
FisherBroyles, LLP acted as legal counsel to PFSweb in the
transaction.
Cautionary Note Regarding
Forward-Looking Statements
This communication contains forward-looking
statements that involve risks and uncertainties relating to future
events and the future performance of the Company and GXO Logistics,
Inc. (the “Parent”), including regarding Parent’s proposed
acquisition of the Company, the prospective benefits of the
proposed acquisition, the potential contingent consideration
amounts and terms and the anticipated occurrence, manner and timing
of the proposed tender offer and the closing of the proposed
acquisition. Actual events or results may differ materially from
these forward-looking statements. Words such as “anticipate,”
“expect,” “intend,” “plan,” “propose,” “provide,” “believe,”
“seek,” “estimate,” variations of such words, and similar
expressions are intended to identify such forward-looking
statements, although not all forward-looking statements contain
these identifying words. Risks that may cause these forward-looking
statements to be inaccurate include, without limitation:
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of the Company’s stockholders will
tender their stock in the offer; the risk that the Merger Agreement
may be terminated in specified circumstances that require the
Company to pay a termination fee of $5,987,000 and certain costs
and expenses of Parent and Peregrine MergerSub I, Inc., a
wholly-owned subsidiary of Parent (“Merger Sub”); the possibility
that competing offers will be made; the possibility that various
closing conditions for the transaction may not be satisfied or
waived, including that a governmental entity may prohibit, delay,
or refuse to grant approval for the consummation of the transaction
(or only grant approval subject to adverse conditions or
limitations); the ability of the parties to timely and successfully
receive required regulatory approvals and the difficulty of
predicting the timing or outcome of regulatory approvals or
actions, if any; the possibility that the transaction does not
close; the effects of the transaction on relationships with
employees, other business partners or governmental entities;
unknown liabilities; the risk of litigation and/or regulatory
actions, including litigation and/or regulatory actions related to
the proposed acquisition; uncertainties as to how customers,
suppliers, employees, and stockholders will react to the tender
offer and merger; the risk of any unexpected costs or expenses
resulting from the tender offer and merger; the effects of local
and national economic, credit and capital market conditions on the
economy in general; and the impact of public health outbreaks,
epidemics, or pandemics (such as the COVID-19 pandemic) on the
Company’s business.
A more complete description of these and other
material risks can be found in the Company’s filings with the SEC,
including its Annual Report on Forms 10-K for the fiscal year ended
December 31, 2022 and subsequent Quarterly Reports on Form 10-Q, as
well as the Schedule TO and related tender offer documents to be
filed by Parent and Merger Sub, and the Schedule 14D-9 to be filed
by the Company. Any forward-looking statements are made based on
the current beliefs and judgments of the Company’s management, and
the reader is cautioned not to rely on any forward-looking
statements made by the Company. Except as required by law, the
Company does not undertake any obligation to update (publicly or
other-wise) any forward-looking statement, including without
limitation any financial projection or guidance, whether as a
result of new information, future events, or otherwise.
Additional Information and Where to Find
It
The tender offer referenced in this
communication has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell any securities, nor is it a
substitute for the tender offer materials that the Company, Parent
or Merger Sub, will file with the SEC. The solicitation and
offer to buy Company stock will only be made pursuant to an Offer
to Purchase and related tender offer materials that Parent intends
to file with the SEC. At the time the tender offer is commenced,
Parent and Merger Sub will file a Tender Offer Statement on
Schedule TO and thereafter the Company will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE COMPANY’S
STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE
TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND
THE SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS
OF THE COMPANY’S SECURITIES AND OTHER INVESTORS SHOULD CONSIDER
BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER
OFFER. The Offer to Purchase, the related Letter of
Transmittal, certain other tender offer documents, as well as the
Solicitation/Recommendation Statement on Schedule 14D-9, will be
made available to all stockholders of the Company at no expense to
them and will also be made available for free at the SEC’s website
at www.sec.gov. Additional copies may be obtained for free by
contacting either the Company or Parent. Copies of the documents
filed with the SEC by the Company will be available free of charge
on https://ir.pfsweb.com/ or by contacting the Company’s Investor
Relations Department at (949) 574-3860. Copies of the documents
filed with the SEC by Parent will be available free of charge on
Parent’s website at https://investors.gxo.com/ or by sending a
written request to: Investor Relations, GXO Logistics, Inc., Two
American Lane, Greenwich, Connecticut 06831 or by contacting
Investor Relations by email at InvestorRelations@GXO.com.
In addition to the Offer, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement on Schedule 14D-9, the
Company and Parent each file annual, quarterly and current reports,
proxy statements and other information with the SEC, which are
available to the public over the Internet at the SEC’s website at
http://www.sec.gov.
About PFSweb, Inc.
PFS, the business unit of PFSweb, Inc. (NASDAQ:
PFSW) is a premier eCommerce order fulfillment provider. We
facilitate each operational step of an eCommerce order in support
of DTC and B2B retail brands and specialize in health & beauty,
fashion & apparel, jewelry, and consumer packaged goods. Our
scalable solutions support customized pick/pack/ship services that
deliver on brand ethos with each order. A proven order management
platform, as well as high-touch customer care, reinforce our
operation. With 20+ years as an industry leader, PFS is the BPO of
choice for brand-centric companies and household brand names, such
as L’Oréal USA, Champion, Pandora, Shiseido Americas, Kendra Scott,
the United States Mint, and many more. The company is headquartered
in Irving, TX with additional locations around the globe. For more
information, visit www.pfscommerce.com or ir.pfsweb.com for
investor information.
About GXO Logistics
GXO Logistics, Inc. (NYSE: GXO) is the world’s largest pure-play
contract logistics provider and is benefiting from the rapid growth
of ecommerce, automation and outsourcing. GXO is committed to
providing a diverse, world-class workplace for more than 130,000
team members across more than 970 facilities totalling
approximately 200 million square feet. The company partners with
the world’s leading blue-chip companies to solve complex logistics
challenges with technologically advanced supply chain and ecommerce
solutions, at scale and with speed. GXO corporate headquarters is
in Greenwich, Connecticut, USA. Visit GXO.com for more
information.
PFSweb, Inc. Investor Relations: Cody Slach or
Jackie KeshnerGateway Group, Inc. 1-949-574-3860
PFSW@gateway-grp.com
GXO Investor ContactChris Jordan+1 (203) 536
8493chris.jordan@gxo.com
GXO Media ContactMatthew Schmidt+1 (203)
307-2809matt.schmidt@gxo.com
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