GXO completes acquisition of PFSweb

PRESS RELEASE

GXO completes acquisition of PFSweb

Greenwich, USA  |  October 23, 2023

GXO Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced the successful completion of its acquisition of U.S.-based PFSweb, Inc., a premier, tech-enabled eCommerce order fulfillment platform.

GXO CEO Malcolm Wilson said, “Today’s acquisition marks an important step on GXO’s path to expand its exposure to new high-growth verticals in North America and adds valuable capabilities that will directly benefit our customers. We are excited to officially welcome the talented PFSweb team to GXO. The successful acquisition is another example of our commitment to creating shareholder value through disciplined capital allocation when ideal opportunities arise.”

The acquisition of PFSweb will expand GXO’s offering in high-growth verticals, including cosmetics and luxury goods, across North America and Europe by leveraging PFSweb’s relationships with more than 100 brands. GXO will also capitalize on PFSweb’s key service capabilities ranging from high touch customer care and secure payments and fraud protection to  distributed order orchestration systems on which many high-end brands rely.

Following the close of the transaction, PFSweb will operate as a division within GXO’s Americas and Asia Pacific region which is led by Eduardo Pelleissone.

Eduardo Pelleissone, President, Americas and Asia Pacific, GXO, added, “We’re excited about the significant opportunity ahead with PFSweb as part of GXO. Together, we’ll expand their premium capabilities across GXO’s operations and enhance our customer offerings while growing our market share in North America.”

The tender offer by GXO for all of the outstanding shares of PFSweb expired at the end of the day, 12:00 midnight, New York City time, on October 20, 2023. Computershare Inc. and Computershare Trust Company, N.A., the depository and paying agent for the tender offer, advised GXO that as of the tender offer expiration, a total of 19,792,215 shares of PFSweb had been validly tendered and not validly withdrawn, representing approximately 86.9% of the shares outstanding. All of the conditions of the offer have been satisfied, and GXO has accepted for payment for $7.50 per share, in cash, without interest and less any applicable withholding thereon, all shares that were validly tendered and not validly withdrawn and will promptly pay for all such shares. Following its acceptance of the tendered shares, GXO completed its acquisition of PFSweb through a second step merger of Peregrine MergerSub I, Inc. with and into PFSweb. As a result of the merger, PFSweb became a wholly owned subsidiary of GXO. As a result of the transaction, PFSweb shares will be delisted and will cease to trade on the Nasdaq Capital Market.

GXO’s financial advisor for the transaction was Goldman Sachs, and its legal advisor was Wachtell, Lipton, Rosen & Katz. PFSweb’s financial advisor for the transaction was Raymond James & Associates, Inc., and its legal advisor was FisherBroyles, LLP.

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 totaling 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 are located in Greenwich, Connecticut, USA. Visit GXO.com for more information.