Genesee & Wyoming Inc. (G&W) (NYSE:GWR) announced today that its
subsidiary, GWI UK Acquisition Company Limited, has entered into an
agreement with a subsidiary of APM Terminals (a subsidiary of A P
Møller-Maersk A/S) to purchase all of the issued share capital of
Pentalver Transport Limited (Pentalver) for approximately £87 million
(or approximately US$110 million at current exchange rates), subject to
final working capital and other closing adjustments. The transaction is
subject to satisfaction of customary closing conditions, including the
receipt of competition clearances and the finalization of certain lease
agreements, and is expected to close in the first quarter of 2017.
Headquartered in Southampton, U.K., Pentalver operates off-dock
container terminals (most under long-term lease) strategically placed at
each of the four major seaports of Felixstowe, Southampton, London
Gateway and Tilbury, as well as an inland terminal located at Cannock,
in the U.K. Midlands, near many of the nation’s largest distribution
centers. In addition to providing storage for loaded and empty
containers on over 100 acres of land, Pentalver also operates a trucking
haulage service with more than 150 trucks, primarily providing daily
service between the seaports of Felixstowe and Southampton and its
inland terminal at Cannock. Pentalver also provides services related to
container maintenance and repair (including refrigerated containers) and
is one of the largest sellers of new and used containers in the U.K.
Pentalver’s operations are complementary to those of G&W’s Freightliner
subsidiary, which is the largest provider of maritime container
transportation by rail in the U.K. The logistics of maritime container
transportation in the U.K. are highly competitive, whether by road, rail
or short-sea, with a premium placed on timely, efficient and safe
service. G&W expects that the Pentalver acquisition will enable G&W to
(i) enhance its U.K. services by providing rail and road transportation
solutions, as well as offering storage options at the ports and inland,
and (ii) unlock efficiencies from shared services and enhanced asset
utilization from Pentalver’s trucking fleet and Freightliner’s existing
fleet of approximately 250 trucks that currently provide local
collection and delivery haulage from Freightliner’s inland terminals.
With approximately 600 employees, Pentalver will continue to be run by
its current Managing Director, Chris Lawrenson, and will operate as part
of G&W’s U.K./Europe Region.
Jack Hellmann, President and Chief Executive Officer of G&W, commented,
“The acquisition of Pentalver is an excellent strategic fit with our
existing intermodal offering in the U.K. With the advent of larger
container ships and the growth of distribution centers in the Midlands
and throughout the U.K., our maritime intermodal customers are seeking
greater service optionality, which includes not only rail and road
transportation but also the ability to store, maintain and position
containers. Amidst the dramatic changes that are structurally altering
the global shipping industry, we are pleased to be enhancing our service
capabilities to meet the long term needs of our intermodal customers in
the U.K.”
“In addition, we are excited to welcome Pentalver’s employees to G&W as
we work together with our existing Freightliner subsidiaries to provide
the safest, most reliable and efficient transportation services to the
U.K. maritime intermodal market.”
Joe Nicklaus Nielsen, APM Terminals Vice President and Head of Port
Investment said, “This divestment is in line with APM Terminals’
strategy to develop and optimize our portfolio of businesses. Pentalver
is a successful business, and we are pleased to have found a new strong
owner in Genesee & Wyoming. Together with existing management and the
around 600 dedicated employees of Pentalver, Genesee & Wyoming is an
excellent new owner that will provide the right platform for customers
going forward.”
About G&W
Genesee & Wyoming owns or leases 122 freight railroads worldwide that
are organized in 10 operating regions with approximately 7,300 employees
and more than 2,800 customers.*
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G&W’s eight North American regions serve 41 U.S. states and four
Canadian provinces and include 115 short line and regional freight
railroads with more than 13,000 track-miles.*
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G&W’s Australia Region provides rail freight services in New South
Wales, including in the Hunter Valley coal supply chain, and in the
Northern Territory and South Australia, including operating the
1,400-mile Tarcoola-to-Darwin rail line. The Australia Region is 51%
owned by G&W and 49% owned by a consortium of funds and clients
managed by Macquarie Infrastructure and Real Assets.
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G&W’s U.K./Europe Region is led by Freightliner, the U.K.’s largest
rail maritime intermodal operator and second-largest rail freight
company. Operations also include heavy-haul in Poland and Germany and
cross-border intermodal services connecting Northern European seaports
with key industrial regions throughout the continent.
G&W subsidiaries provide rail service at more than 40 major ports in
North America, Australia and Europe and perform contract coal loading
and railcar switching for industrial customers.
*This information includes G&W’s acquisition of the Providence and
Worcester Railroad, which is subject to pending U.S. Surface
Transportation Board approval.
For more information, visit gwrr.com.
About APM Terminals
Pentalver is owned by APM Terminals – a leading global port operator
with a presence in 69 countries with 72 container terminals and 140
inland services facilities providing the world’s most geographically
balanced global terminal network. Based in The Hague, Netherlands, APM
Terminals works with shipping lines, importers/exporters, governments,
business leaders and the entire global supply chain to provide solutions
that help nations achieve their ambitions and businesses reach their
performance goals. https://www.apmterminals.com
This press release contains “forward-looking statements,” including with
respect to the proposed acquisition of Pentalver by G&W and the impact
of recently closed acquisitions. Such forward-looking statements are
based on current expectations and involve inherent risks and
uncertainties, including factors that could change or delay any of them,
and could cause actual outcomes and results to differ materially from
current expectations. No forward-looking statement can be guaranteed.
Among other risks, there can be no guarantee that the acquisition will
be completed within the anticipated time frame or at all or that the
expected benefits of the acquisition will be realized. Factors that
could cause actual results to differ materially include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the share
purchase agreement; (2) the inability to complete the acquisition due to
the failure to satisfy the conditions to closing; (3) risks that the
proposed transaction disrupts current plans and operations and potential
difficulties in employee retention as a result of the acquisition and
other recent acquisitions and investments; (4) the ability to recognize
the benefits of the acquisition; (5) legislative, regulatory and
economic developments; and (6) other factors described in G&W’s filings
with the SEC. Many of the factors that will determine the outcome of the
subject matter of this communication are beyond G&W’s ability to control
or predict. Forward-looking statements in this press release should be
evaluated together with the many uncertainties that affect G&W’s
business, particularly those identified in the cautionary factors
discussed in G&W’s annual report on Form 10-K for the year
ended December 31, 2015 and its quarterly report on Form 10-Q for the
quarter ended September 30, 2016. G&W does not undertake, and expressly
disclaims, any duty to publicly update any forward-looking statement,
whether as a result of new information, future events, or otherwise,
except as required by law.
Genesee & Wyoming Inc., Darien, Connecticut
Michael Williams, 1-203-202-8900
Corporate Communications
mwilliams@gwrr.com
or
APM Terminals, The Hague, Netherlands
Tom Boyd, +31 70 304 2181
Director, External Communications
Thomas.H.Boyd@apmterminals.com