XPO Logistics Acquires Con-way Done Deal
2 hours ago
GlobeNewswire
Becomes the second largest LTL provider in North America
GREENWICH, Conn. - October 30, 2015 - XPO Logistics, Inc. (XPO) ("XPO") today announced that it has consummated the previously announced agreement to acquire Con-way Inc.
The transaction makes XPO the second largest less-than-truckload (LTL) provider in North America; expands the company`s global contract logistics, managed transportation and freight brokerage businesses; and adds truckload transportation in North America. All of the acquired operations - Con-way Freight, Menlo Logistics, Con-way Truckload and Con-way Multimodal - are now operating under the single global brand of XPO Logistics.
Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said, "We have an unprecedented opportunity to create value for our customers and investors as a result of the Con-way transaction. We`re moving quickly to eliminate redundancies and leverage our scale to better serve our more than 50,000 customers."
Jacobs continued, "We`ll issue new financial targets with our third quarter earnings release on November 4."
Third Quarter 2015 Conference Call
The company will hold its third quarter conference call and webcast on Thursday, November 5, 2015, at 8:30 a.m. Eastern Time. For toll-free access by phone from the United States and Canada: 1-800-708-4539. International callers dial: +1-847-619-6396. The call will be webcast live online and archived at www.xpo.com/investors.
Tender Offer and Financing
The tender offer for all of the outstanding shares of Con-way common stock expired immediately after 12:01 a.m., New York City time, on October 30, 2015. Computershare Trust Company, N.A., the depositary for the tender offer, has advised XPO that a total of 46,150,072 shares of Con-way common stock, excluding Con-way shares tendered by notice of guaranteed delivery for which certificates were not yet delivered, representing approximately 81.1% of Con-way`s outstanding shares, were validly tendered into and not withdrawn from the tender offer. XPO and its subsidiary, Canada Merger Corp. have accepted for payment and will promptly pay for all shares that were validly tendered and not withdrawn.
Following its acceptance of the tendered shares, XPO completed its acquisition of Con-way through the merger of Canada Merger Corp. with and into Con-way without a vote of Con-way`s stockholders pursuant to Section 251(h) of the Delaware General Corporation Law. As a result of the completed merger, Con-way became a wholly owned subsidiary of XPO. In connection with the merger, all Con-way shares not validly tendered into the tender offer have been cancelled and converted into the right to receive the same $47.60 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, as is to be paid for all shares that were validly tendered and not withdrawn in the tender offer. Con-way shares have ceased trading on the New York Stock Exchange.
In connection with the completion of the acquisition, XPO entered into a new $1.75 billion term loan credit agreement, the proceeds of which were used, together with cash on hand, to finance a portion of the acquisition consideration as well as other costs and expenses related to the transaction. XPO also entered into a new $1.0 billion asset-based revolving credit facility, which replaced XPO`s existing $415 million asset-based revolving credit facility.
J.P. Morgan and Morgan Stanley served as financial advisors to XPO Logistics, and Wachtell, Lipton, Rosen & Katz acted as legal advisor. Citigroup served as financial advisor to Con-way, and Sidley Austin LLP acted as legal advisor.
https://finance.yahoo.com/news/xpo-logistics-acquires-con-way-124006345.html