GXO Logistics (the world’s largest pure-play contract logistics provider) and PFSweb (a tech-enabled e-commerce order fulfillment platform based in the US) recently announced they have entered into a definitive agreement pursuant to which GXO will acquire PFSweb for $7.50 per share in cash, representing an equity value of approximately $181 million. The enterprise value is $142 million and includes PFSweb’s cash balance of $39 million at June 30, 2023.
Based in Texas, PFSweb is a leading e-commerce order fulfillment provider, serving some of the most iconic luxury brands in the world through 11 distribution centers across North America, Belgium, and the U.K. And PFSweb has significant expertise in delivering seamless, high-touch fulfillment in key growth verticals, including health and beauty, jewelry and collectibles, activewear, and prestige CPG categories where it has established lasting relationships through an array of solutions and services that deliver an unforgettable unboxing experience.
1.) GXO to immediately add to its customer portfolio in short cycle and high volume product categories.
2.) GXO to further expand its U.S. offering in cosmetics and luxury utilizing PFSweb’s client relationships that service more than 100 brands, including L’Oréal USA, Champion, Pandora, Shiseido Americas, Kendra Scott, and the United States Mint.
3.) GXO to capitalize on PFSweb’s technology and services with expanded offerings to GXO’s current North American and European customers.
4.) Along with an end-to-end 3PL fulfillment offering, PFSweb provides three value-added services that will expand GXO’s suite of capabilities: payments and fraud protection, customer care and distributed order orchestration systems.
Terms of the Deal
The merger deal provides for GXO, through a subsidiary, to commence a tender offer to acquire all outstanding shares of PFSweb at an all-cash price of $7.50 per share of PFSweb common stock. And the closing 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 and other customary closing conditions. Upon the successful closing of the tender offer, GXO will acquire all shares not acquired in the tender through a second-step merger. The transaction is expected to close in the fourth quarter of 2023.
“PFS is an ideal acquisition for GXO: it enhances our exposure to new high-growth verticals in North America and adds important capabilities to our offerings. Over the past 25 years, the PFS team has established a successful track record in both direct to consumer and B2B channels, and they’ve built a rock-solid reputation with many of the world’s most iconic brands by deploying an order fulfillment platform that rivals the largest enterprise 3PL providers in the industry. We’re excited to bring them on board and look forward to driving additional shareholder value through disciplined capital allocation and continued investment in high growth opportunities.”
— GXO CEO Malcolm Wilson
“GXO’s industry leadership, global scale and significant capital resources make their platform a strong strategic partner for PFS. In joining GXO, we can deliver our proven, branded order fulfillment and support services to an expanded base of premier clients, as well as further enhance GXO’s global fulfillment network. The GXO team shares our commitment to top-quality client relationships and execution, and we look forward to our future together.”
— PFSweb CEO Mike Willoughby
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