Norbert Dentressangle acquires TDG

Norbert Dentressangle has signed an agreement with DouglasBay Capital plc to acquire 100% of the shares of Laxey Logistics Ltd, a holding company which owns the transport and logistics company TDG. Subject to the agreement of the European competition authorities the transaction will create a new group with annualised revenues of 3.6 billion, with stronger positions in transport (1.95 billion) and logistics (1.6 billion), as well as delivering critical mass in the strategic freight forwarding sector (100 million). The transaction, which is expected to close in mid-January 2011, will be earnings accretive in the first year.

Norbert Dentressangle and the investment fund Douglas Bay Capital Plc announced today that they have signed an agreement for Norbert Dentressangle to acquire all the shares of Laxey Logistics Ltd, a holding company which owns the transport and logistics company TDG. The transaction values the entire share capital of Laxey Logistics Ltd at 196 million (235 million). The transaction will be paid entirely in cash from a combination of Norbert Dentressangle reserves and currently available credit lines. The transaction is subject to the agreement of the European competition authorities and should be finalised around 10 January 2011.

TDG a major European player
TDG is a major European player in transport, logistics and freight forwarding. Its 2009 revenue was 662 million (795 million) with EBITDA of 33 million (40 million) and EBITA of 26 million (31 million). TDG has its headquarters in Manchester and employs 6,300 people at 134 sites. It makes 74% of its revenues in the United Kingdom, 12% in the Benelux countries, 8.5% in Spain, 4% in Ireland and 1.5% in Germany. The company also operates in Hungary.

TDG works across the entire supply chain with an integrated service which includes logistics (54% of 2009 revenues, 1.2 million square metres of warehouses), transport (32% of 2009 revenues , 1,350 tractor units, 2,600 trailers) and freight forwarding (14% of 2009 revenues) mainly serving Asia (India and the Far East), Turkey and the Americas. TDG has a portfolio of high quality clients. TDG's 2010 revenues are estimated at about 700 million (840 million).

Accelerated growth of Norbert Dentressangle's international expansion
This strategic transaction will take Norbert Dentressangle's estimated pro forma 2010 revenues to 3.6 billion euros, 57% from outside France, with 33,000 employees, 58% based outside France. This increased scale will further strengthen Norbert Dentressangle's ability to invest in strategic areas such as information systems, engineering and research and development.

Norbert Dentressangle strengthened in each of its three businesses: transport, logistics and freight forwarding.

Due to the strong fit with TDG, 53% of Norbert Dentressangle's business will be road transport with 1.95 billion in revenues and the largest wholly-owned fleet in Europe (more than 8,000 tractor units and 11,000 trailers); 44% of the business will be logistics with 1.6 billion in revenues and nearly 6.5 million square metres of warehousing; and 3% freight forwarding, with revenues of 100 million and the achievement of critical mass just one year after entering this third sector.

The transaction is earnings accretive and maintains Norbert Dentressangle's financial flexibility
After completion of the transaction Norbert Dentressangle estimates that its level of debt will be reasonable. Moreover, considerable synergies in purchasing and optimisation of back office and IT functions are expected and estimated at 12 million in a full year, before financial costs and tax. No revenue synergies have been taken into account at this stage. The transaction will be accretive in net earnings per share from the first year.

Franois Bertreau, Chief Executive Officer of Norbert Dentressangle, said: "TDG is a leading player in the market and we are very happy and proud of this agreement with DouglasBay Capital PLC. While retaining our financial flexibility this transaction consolidates our presence in each of our three sectors and considerably strengthens our freight forwarding business, allowing us to better meet the needs of our clients at international level. I am confident in our ability to integrate TDG quickly and effectively, improving our services to clients and making the most of best practice on both sides."

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