XPO Logistics Extends Tender Offer to Acquire Con-way
(Thomson Reuters ONE) -
GREENWICH, Conn. - October 13, 2015 - XPO Logistics, Inc. ("XPO" or the
"company") (NYSE: XPO) today announced that it has extended its previously
announced tender offer to purchase all of the outstanding shares of common stock
of Con-way Inc. ("Con-way") (NYSE: CNW) for $47.60 per share in cash (the
"Offer"). The Offer will now expire immediately after 11:59 p.m., New York City
time, on October 16, 2015, unless it is further extended. All other terms and
conditions of the Offer remain unchanged.
The Offer has been extended to allow additional time for the satisfaction of the
Antitrust Condition, as defined in the Offer to Purchase, dated September
15, 2015, as amended (the "Offer to Purchase"), and specifically to receive the
approval of the Offer and the merger from the Mexican Federal Commission on
Economic Competition. As previously disclosed, the mandatory waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has
been terminated, and the Offer has been cleared unconditionally under the Dutch
Competition Act of 22 May 1997, as amended.
The completion of the Offer remains subject to certain other customary terms and
conditions set forth in the Offer to Purchase and other related materials by
which the Offer is being made.
Computershare Trust Company, N.A., the depositary for the Offer, has advised XPO
that as of the close of business, New York City time, on October 13, 2015,
approximately 35,135,391 shares of common stock of Con-way have been validly
tendered and not properly withdrawn pursuant to the Offer, representing
approximately 61.8% of Con-way's outstanding shares. Shareholders who have
already tendered their shares of common stock of Con-way do not have to re-
tender their shares or take any other action as a result of the extension of the
Offer.
About XPO Logistics, Inc.
XPO Logistics, Inc. (NYSE: XPO) is a top ten global provider of cutting-edge
supply chain solutions to the most successful companies in the world. The
company provides high-value-add services for truck brokerage and transportation,
last mile logistics, intermodal, contract logistics, ground and air expedite,
drayage, global forwarding and managed transportation. XPO serves more than
30,000 customers with a highly integrated network of over 54,000 employees and
887 locations in 27 countries. www.xpo.com
XPO's corporate headquarters is in Greenwich, Conn., USA, and its European
headquarters is in Lyon, France. The company holds an 86.25% controlling
interest in Norbert Dentressangle SA. The remaining ND stock is traded as GND on
Euronext Paris / Euronext London - Isin FR0000052870. www.norbert-
dentressangle.com
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares. The tender offer is
being made pursuant to a Tender Offer Statement on Schedule TO filed by XPO with
the Securities and Exchange Commission (the "SEC") on September 15, 2015. Con-
way filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
with respect to the tender offer on September 22, 2015. 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, INCLUDING IN EACH CASE ANY AMENDMENTS OR SUPPLEMENTS THERETO, CONTAIN
IMPORTANT INFORMATION. HOLDERS OF SHARES OF CON-WAY COMMON STOCK ARE URGED TO
READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
HOLDERS OF SHARES OF CON-WAY COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, are being made available to all holders
of shares of Con-way common stock at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement are available at no
charge on the SEC's website at www.sec.gov. The tender offer materials and the
Solicitation/Recommendation Statement may also be obtained at no charge by
contacting Innisfree M&A Incorporated, the information agent for the tender
offer, toll-free at (877) 717-3898.
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, concerning XPO, Con-way, the
proposed transaction and other matters. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking statements. 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" 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 us in light of our experience and our perception of historical
trends, current conditions and expected future developments, as well as other
factors we believe 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 that might cause or contribute to a material
difference include those discussed in XPO's filings with the SEC and the
following: economic conditions generally; competition; XPO's ability to find
suitable acquisition candidates and execute its acquisition strategy; the
expected impact of the Con-way acquisition and the related financing, including
the expected impact on XPO's results of operations; the ability to obtain the
requisite regulatory approvals; XPO's ability to successfully complete the
contemplated tender offer and subsequent merger; the ability to successfully
integrate and realize anticipated synergies, cost savings and profit improvement
opportunities with respect to Con-way and other acquired companies; XPO's
ability to raise debt and equity capital; XPO's ability to attract and retain
key employees to execute its growth strategy, including retention of Con-way's
key employees; litigation, including litigation related to alleged
misclassification of independent contractors; the ability to develop and
implement a suitable information technology system; the ability to maintain
positive relationships with XPO's and Con-way's networks of third-party
transportation providers; the ability to retain XPO's, Con-way's and other
acquired companies' largest customers; rail and other network changes; weather
and other service disruptions; and governmental regulation. All forward-looking
statements set forth in this press release are qualified by these cautionary
statements and there can be no assurance that the actual results or developments
anticipated will be realized or, even if substantially realized, that they will
have the expected consequences to, or effects on, XPO, Con-way or their
respective businesses or operations. Forward-looking statements set forth in
this press release speak only as of the date hereof, and neither XPO nor Con-way
undertakes 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.
Contacts
For investor questions:
XPO Logistics, Inc.
Tavio Headley, 1-203-930-1602
tavio.headley(at)xpo.com
For media questions:
Brunswick Group for XPO Logistics
Gemma Hart, 1-212-333-3810
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: XPO Logistics, Inc. via GlobeNewswire
[HUG#1958632]
Unternehmensinformation / Kurzprofil:
Datum: 14.10.2015 - 00:46 Uhr
Sprache: Deutsch
News-ID 426696
Anzahl Zeichen: 9586
contact information:
Town:
Greenwich
Kategorie:
Business News
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"XPO Logistics Extends Tender Offer to Acquire Con-way"
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