UPDATE: XPO gains injunction against Norbert Dentressangle shareholder
13 / 07 / 2015
XPO Logistics has won an injunction against one of the shareholders of Norbert Dentressangle as it attempts to acquire all of the shares in the French logistics giant.
XPO, which in June completed a deal to purchase the Dentressangle family’s 67% shareholding in the logistics firm, has been pushing ahead with plans to acquire the remaining shares in the company.
However, the purchase is not progressing as smoothly as XPO would hope and last week it was forced to take out an injunction against Elliott Capital Advisors preventing it from transferring its recently acquired equity interest in ND to anyone other than XPO.
“The injunction was issued on the basis of evidence showing that Elliott has accumulated its interest in ND through deceptive means that are in violation of applicable disclosure and tender offer regulations,” XPO said in a stock exchange announcement.
“The expedited proceeding brought by XPO in the Paris Commercial Court constitutes a first step in the proceedings that XPO will take to sanction Elliott’s illicit scheme.”
An Elliott spokesman denied the accusations: "This temporary injunction was granted in proceedings in which Elliott was not present and of which Elliott was not made aware.
"The allegations by XPO Logistics are totally unfounded, and Elliott looks forward to rebutting them in court."
A report in the Wall Street Journal suggests that the Elliott Management Corp unit has around a 7.5% stake in ND and is hoping to gain a premium price for its shareholding.
XPO would need a 95% stake in the company in order to de-list the company from the Paris Stock Exchange.
However, XPO said it has no intention of upping its offer.
After acquiring its 67% shareholding in ND, XPO said it would launch an offer to acquire the remaining outstanding shares at a price of €217.5 per share.
It said: “XPO’s offer allows ND minority shareholders to sell their shares at the same price paid to the Dentressangle family, which represents a 34% premium over the market price of the shares immediately preceding the announcement of the transaction, and a 78% premium over the one-year average stock price.
“In accordance with AMF requirements, an independent expert reviewed XPO’s tender offer and unequivocally concluded that €217.5 is a fair price, particularly as it equals the per-share price accepted by the controlling Dentressangle family.
“Consequently, XPO has no intention of increasing its offer for any ND shares that it has not yet acquired.”
The total transaction value is approximately €3.2bn, including €1.1bn of net debt.
The acquisition will more than triple XPO’s earnings before interest, tax, depreciation and amortisation to approximately $545m and increase its revenue to approximately $8.5bn, pushing it into the top ten logistics players globally.