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FisherBroyles acts as legal counsel to PFSweb, Inc. in connection with its sale by merger to GXO Logistics, Inc.
Sep 15, 2023- FisherBroyles News
Dallas, TX—September 15, 2023—FisherBroyles, LLP is pleased to announce it has acted as legal counsel to its long-standing client, PFSweb, Inc. (“PFSweb”) – a Nasdaq listed premier eCommerce order fulfillment provider – in connection with its sale for an equity value of approximately $181 million to GXO Logistics, Inc. (“GXO”) pursuant to an Agreement and Plan of Merger.
The merger agreement provides for GXO, through a subsidiary, to commence a tender offer to acquire all outstanding shares of PFSweb at $7.50 per share in cash. 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.
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 PFSweb will operate as a division within GXO. The transaction is expected to close in the fourth quarter of 2023.
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.
Soren Lindstrom, Partner at FisherBroyles, said:
“It is an honor to again advise PFSweb on a transformative transaction. In 2021, we acted as legal counsel to PFSweb when it sold its LiveArea business unit to Merkle, resulting in a $4.50 special cash dividend to PFSweb’s shareholders. The proposed merger with GXO would successfully complete PFSweb’s strategic alternatives process, maximizing value for its shareholders.
“We are delighted that PFSweb has reached a successful agreement with GXO and look forward to closing the transaction later this year.”
PFSweb’s financial advisor for the transaction is Raymond James & Associates, Inc. GXO’s financial advisor for the transaction is Goldman Sachs, and its legal advisor is Wachtell, Lipton, Rosen & Katz.
Further information
FisherBroyles
Michael Pierson, Managing Partner, Global Corporate
Direct: +1.202.445.3779
Soren Lindstrom, Partner
Direct: +1.214.680.7778
Thoburns
Ben Rothschild
Direct: +44 7492 092 052
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