Ceva Logistics AG reached agreement to acquire Wincanton plc (LSE:WIN) from Unicorn Asset Management Ltd., Schroder Investment Management Limited, Polar Capital LLP, LSV Asset Management and others for approximately £570 million on January 19, 2024. Under the terms of the Acquisition, each Wincanton Shareholder at the Scheme Record Time will be entitled to receive for each Wincanton Share held 450 pence in cash. The Acquisition values the entire issued and to be issued share capital of Wincanton at approximately £566.9 million on a fully diluted basis and values Wincanton at approximately £764.9 million on an enterprise value basis. The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act. Bidco's offer at the Acquisition Price of 450 pence per share followed the Wincanton Board having received and rejected several unsolicited proposals from CMA CGM over a period of a few weeks, given such proposals were not at a level the Wincanton Board felt adequately reflected the valuation of Wincanton and its future prospects. The Cash Consideration will be financed in cash by Bidco from existing cash reserves of CMA CGM. The Wincanton Board believes that the Acquisition Price is at a level that it can unanimously recommend to Wincanton Shareholders.

The Acquisition implies an enterprise value multiple of approximately 6.8 times Wincanton's underlying EBITDA and 11.7 times Wincanton's underlying EBIT (in each case on an IFRS 16 basis) for the twelve-month period ended on 30 September 2023. The Acquisition is conditional, amongst other things, on the following matters (set out in full in Appendix I along with certain other terms), the approval of the Scheme by a majority in number of the Wincanton Shareholders who are present and vote at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares voted; the receipt of approval from the Irish Competition and Consumer Protection Commission, without the authority having opened a phase 2 investigation; confirmation of no objection to the change of control of Risk Underwriting (Guernsey) Limited by the GFSC under the Guernsey Insurance Law, clearance in the United Kingdom under the NSI Act; the sanction of the Scheme by the Court; and the Scheme becoming Effective by no later than the Long Stop Date. The Wincanton Directors intend to recommend unanimously that Wincanton Shareholders vote (or procure the vote) in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting, the waiver (or non-exercise within any applicable time limits) by any relevant Third Party of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Wincanton Group taken as a whole) arising as a result of or in connection with the Acquisition. The transaction is expected to close on January 19, 2025.

Anthony Parsons, Adam Miller, Christopher Fincken and Charles-Antoine de Chatillon of HSBC Bank plc and Mark Lander, George Price and Stuart Ord of Numis Securities Limited is providing independent financial advice to the Wincanton Directors. Adrian Doyle, Stuart Wright and Louis Petracco of Morgan Stanley & Co. International plc acted as financial advisor to CMA CGM. Daniel Hurstel, Gavin Gordon and Gabriel Flandin, and included partners Rahul Saha and Faustine Viala of Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to Bidco, CEVA and CMA CGM. Roddy Martin, Mark Bardell, Samantha Brown,Paul Ellerman and Nick Wright of Herbert Smith Freehills LLP is acting as legal adviser to Wincanton. Equiniti Limited acted as registrar to Wincanton.