GXO to acquire PFSweb

Texas-based PFSweb is a leading e-commerce order fulfillment provider, serving some of the most iconic luxury brands in the world through 11 distribution centres across North America, Belgium, and the U.K. PFSweb has significant expertise delivering seamless, high touch fulfillment in key growth verticals, including health & 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.

GXO CEO Malcolm Wilson said, “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.”

Strategic Benefits:

• GXO to immediately add to its customer portfolio in short cycle, high volume product categories.
• GXO to further expand its U.S. offering in cosmetics and luxury leveraging 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.
• GXO to capitalize on PFSweb’s technology and services with expanded offerings to GXO’s current North America and European customers.
• In addition to 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.

PFSweb CEO Mike Willoughby said, “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.”

Terms of the Transaction

The merger agreement 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. 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, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. Upon the successful completion 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.

Advisors

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