GXO Logistics, Inc. (NYSE:GXO) entered into a definitive agreement pursuant to acquire PFSweb, Inc. (NasdaqCM:PFSW ) from transcosmos inc. (TSE:9715) and others for approximately $180 million on September 13, 2023. 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. The merger agreement provides for GXO, through a subsidiary, to commence a tender offer to acquire all outstanding shares of PFSweb. Upon completion of the tender offer, GXO will acquire all PFSweb shares not acquired in the tender through a second-step merger. Upon closing the transaction, PFSweb will be removed from the Nasdaq Stock Exchange, and PFS will operate as a division within GXO. The Merger Agreement contains certain termination rights for the Company and Parent, including the right of the Company, in certain circumstances, to terminate the Merger Agreement and accept a Superior Proposal, as that term is defined in the Merger Agreement. The Company will be required to pay Parent a termination fee equal to $5,987,000 if, among other reasons, the Merger Agreement is terminated.

The consummation 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. The Board of Directors has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to, and in the best interests of, the Company and the Company ? s stockholders; (ii) approved and declared advisable the Merger Agreement, including the execution, delivery, and performance thereof, and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, upon the terms and subject to the conditions set forth therein; (iii) resolved that the Merger shall be effected under Section 251(h) of the DGCL and shall, subject to the satisfaction of the conditions set forth in the Merger Agreement, be consummated as soon as practicable following the consummation of the Offer; and (iv) resolved to recommend that the Company stockholders accept the Offer, and tender their shares of Company Common Stock pursuant to the Offer. The transaction is expected to close in the fourth quarter of 2023. As on October 10, 2023, the Company announced that GXO Logistics, Inc. would make a tender offer under U.S. law for all the shares, period commencing from September 21, 2023 and will close on October 20, 2023. At 11:59 p.m., Eastern Time, on October 6, 2023, the applicable waiting period under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Offer expired.

GXO?s financial advisor for the transaction is Goldman Sachs and acted as fairness opinion provider, 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. FisherBroyles M&A Partner, Soren Lindstrom, led a multi practice team that advised on the transaction, including the following partners: James Rosenbluth, Phi Nguyen, Jewell Lim Esposito, Matthew DeFrancesco, Sean Wee, Robert Ellerbrock, and Carl Neff. Pritha Jha and Shoubhik Dasgupta of Pioneer Legal acted as legal advisor for PFSweb in India.

GXO Logistics, Inc. (NYSE:GXO) completed the acquisition of PFSweb, Inc. (NasdaqCM:PFSW ) from transcosmos inc. (TSE:9715) and others on October 23, 2023. GXO has accepted for payment for $7.50 per share, in cash. GXO Logistics acquired PFSweb, Inc. for totaling approximately $150 million, net of cash acquired. 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. As a result of the transaction, PFSweb shares will be delisted and will cease to trade on the Nasdaq Capital Market. All the conditions of the offer have been satisfied. Computershare Inc. and Computershare Trust Company, N.A., the depository and paying agent for the tender offer.