Norbert Dentressangle acquires Jacobson Companies from Oak Hill Capital Partners

International logistics, transport and air and sea company Norbert Dentressangle is to acquire third party logistics provider Jacobson Companies from Oak Hill Capital Partners. The transaction is valued at $750 million.

PRESS RELEASE

Norbert Dentressangle, a leading publicly traded international logistics, transport and air and sea company, announced today it has signed an agreement with the private equity fund Oak Hill Capital Partners to acquire all the shares of privately held U.S. third party logistics (3PL) provider, Jacobson Companies.

The transaction is valued at $750 million (€560 million) in cash on a debt-free and cash-free basis, plus a capped earn-out relating to future performance. The acquisition will be financed through a combination of Norbert Dentressangle reserves and available credit lines. The deal, which is expected to close mid-September 2014, is subject to regulatory approvals.

Herve Montjotin, Chief Executive Officer of Norbert Dentressangle, said, “The acquisition of Jacobson is a key milestone in Norbert Dentressangle’s development strategy to become a top-tier player in global supply-chain management and a step change in expanding our global reach. As a leading contract logistics provider in the buoyant U.S. logistics and transport sector, Jacobson is an ideal strategic fit for Norbert Dentressangle. Jacobson’s success has been founded on core traditions of operational excellence and customer focus and it has built a strong track record of growth and profitability. Its entrepreneurial spirit and management team will fit perfectly with the Norbert Dentressangle Group. I am convinced this deal will create new opportunities for the employees and customers of Jacobson, and am confident about our ability to quickly and smoothly integrate the Jacobson teams into Norbert Dentressangle.”

“We are very pleased to become part of Norbert Dentressangle, an important player in the European logistics and transport market and a company whose culture and values are highly complementary to our own,” said Tony Tegnelia, COO and Co-President of Jacobson. “We value the opportunity to join a thriving organization that will enable us to offer an enhanced suite of global services to our customers.”

Denis Nayden, Chairman of Jacobson and a Managing Partner of Oak Hill Capital commented, “Since partnering with Jacobson, we have worked closely with its management team to build the company into a leader in supply chain management in the U.S. Now, as part of Norbert Dentressangle, Jacobson is positioned to be a cornerstone of a world class organization. We are very pleased that Jacobson’s employees and customers will be positioned for continued success as part of the Norbert Dentressangle Group.”

The transaction increases the scale of Norbert Dentressangle, both globally with a +15% increase in annual revenue to $6.8 billion USD (€5 billion), and also in the U.S. logistics and transport market where the group becomes scalable with approximately $800 million USD (€600 million) of annual gross revenues in 2013. It will enable Norbert Dentressangle to expand its geographical footprint in the fast-growing U.S. logistics and transport market, with significant room for further development. Additionally, by including the current air and sea presence of Norbert Dentressangle in the U.S., the combination creates opportunities to offer fully integrated value-added services to its customers and those of Jacobson, both in the U.S. domestic market and globally.

In addition to the current development opportunities in the growing U.S. market, the acquisition of Jacobson will create new cross-selling business opportunities both across the U.S. and globally, with respective customers and through strengthened expertise in key selected vertical markets. The combined companies will share best practices (including engineering, IT, and automation processes) and further expand co-packing activities, reverse logistics and e-commerce logistics, particularly in contract logistics.

Upon completion of the transaction, the leverage ratio of Norbert Dentressangle is expected to be in the range of 3.2x by the end of 2014 pro-forma, in accordance with the group’s bank covenants. This leverage ratio is below the one reached with the acquisition of Christian Salvesen in 2007 and comparable to the one reached with the acquisition of TDG in 2011, the last two large strategic moves undertaken by the group.

The Jacobson transaction will be accretive to Norbert Dentressangle on an EBITDA, EBITA and earnings basis within the first year after the acquisition. Upon completion of the transaction, the U.S. market will represent 14% of Norbert Dentressangle’s annual revenue, making it the third largest operating country for the company.

Norbert Dentressangle was represented by Macquarie Capital (USA), Inc. as financial advisors and by Jones Day as U.S. counsel.

Norbert Dentressangle Conference Call & Webcast
Norbert Dentressangle will host a live conference call and webcast today, July 31 2014, to discuss its First Half 2014 financial results and the acquisition of Jacobson Companies. The call begins promptly at 01:45 am. ET (7:45 a.m. CEST).

To join the call from the U.S. by phone, dial +1-866-907-5925, or through the Web at http://event.onlineseminarsolutions.com/r.htm?e=827736&s=1&k=A305D8AA5563B994E4EF0EEE612266E4

All participants are asked to kindly connect five minutes before the call is due to begin, and it is recommended that participants call from a land line to reduce interference during the Q&A session.

This call will be recorded and available for replay two hours after the call concludes and for the next three months, at +1 877-642-3018 (reference number: 288798#) and through the link above.

About Jacobson Companies:
Founded in 1968 and headquartered in Des Moines, Iowa, Jacobson is one of the largest value-added warehousing 3PL providers in North America with integrated domestic transportation management capabilities. Jacobson had annual revenue of approximately $800 million USD in 2013, 9.5% EBITDA margin and 5,500 employees. Jacobson is a successful and profitable company, with a flexible business model, experienced management team and driven by operational excellence.

Capitalizing upon diversified business mix and customer base, Jacobson operates two divisions with nationwide coverage: Contract Logistics Services with 3 million m² of warehousing across 142 sites and Transportation with a fleet of 350 tractor units and 1,225 trailers. The company has a strong expertise and market position in industry verticals such as Food and Beverages, Chemicals, Agriculture, Consumer Goods, and Durables. Jacobson serves more than 1,800 customers in the U.S. with a focus on added-value services (co-packing, co-manufacturing, reverse etc.) and benefits from being recognized for its quality of service.

About Norbert Dentressangle:
Norbert Dentressangle is an international logistics, transport and air and sea company, with annual revenue of €4.0 billion (USD $5.5 billion) in 2013. Norbert Dentressangle develops high added value solutions in its three sectors, across Europe, America and Asia, and places sustainable development at the heart of all its activities. It is established in 26 countries, employs 37,700 people and generates 60% of its revenue outside France. Norbert Dentressangle, which is listed on the CAC Small et CAC All Tradable, is headed by Herve Montjotin.

About Oak Hill Capital Partners:
Oak Hill Capital Partners is a U.S. based private equity firm with more than $8 billion of initial capital commitments from leading entrepreneurs, endowments, foundations, corporations, pension funds, and global financial institutions. Since inception 28 years ago, the professionals at Oak Hill Capital and its predecessors have invested in more than 70 significant private equity transactions across broad segments of the U.S. and global economies. Oak Hill Capital applies an industry-focused, theme-based approach to investing in the following sectors: Consumer, Retail & Distribution; Industrials; Media & Communications; and Services. Oak Hill Capital works actively in partnership with management to implement strategic and operational initiatives to create franchise value.

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