London, 28 February 2022 – The Hogan Lovells team, led by London corporate partner Daniel Simons, is advising London Main Market listed Clipper Logistics plc (“Clipper”) on its recommended £1bn takeover offer by GXO Logistics, Inc (“GXO”). The transaction was formally announced on 28 February 2022 and is expected to complete in the summer of 2022, subject to Clipper shareholders approving the transaction and certain regulatory approvals being received.

Under the terms of the offer, Clipper shareholders are being offered 690 pence in cash and 0.0359 GXO shares for each Clipper share they hold which values a Clipper share at 920 pence per share. GXO has offered Clipper Shareholders a “mix and match” facility under which Clipper shareholders may elect to vary the proportions in which they receive their consideration of cash and new GXO shares.

GXO has also secured irrevocable undertakings from certain Clipper directors and shareholders, which hold approximately 23.3% of Clipper’s share capital, to vote in favour of GXO’s offer and they have also elected to receive 50% of their consideration in the form of GXO shares.

Clipper is an omni-channel retail logistics specialist, running warehouses for blue-chip retailers in the UK and Europe, particularly those in the fashion sector (including John Lewis, Asos, H&M, and Marks & Spencer). In addition to its presence in the UK, Clipper has an increasing presence in mainland Europe, with operations in Poland, Germany, the Republic of Ireland, the Netherlands and Belgium.

Daniel Simons, lead Hogan Lovells partner for the transaction said: “It has been a real pleasure to work with the fantastic Clipper team on this transformational transaction which again highlights Hogan Lovells’ ability to execute the most high profile and complex cross-border transactions in the public M&A market.”

David Hodkin, Chief Financial Officer of Clipper, commented on the transaction saying: “We have found the team at Hogan Lovells to be highly professional and responsive in what is inevitably a high-pressured, fast-moving environment. Their approach to finding commercially viable solutions in short order has proved invaluable in executing an international transaction in a short timeframe.”

The Hogan Lovells’ team was led by Corporate partner Daniel Simons, and Corporate counsel John Holme with assistance from Patrick Sarch, Guy Ker, Vinura Ladduwahetty, Scott Prior, India Maddison, and Alex Walker. Anti-trust was led by Suyong Kim with support by Paul Castlo. ESI advice was led by Fiona Bantock with support from Paul Randall and Callum Fowers. UK tax advice was led by Karen Hughes with support from Natalie Psaila. U.S. Debt Capital Markets advice was provided by Ben Garcia. U.S. tax advice was provided by Christine Lane, Scott Lilienthal, and Jasper Howard.

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