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XPO Logistics awarded injunction 09 July 2015

Elliott accumulated interest in ND through deceptive means

XPO Logistics, Inc. has announced that the President of the Paris Commercial Court has granted, at XPO’s request, an injunction barring Elliott Capital Advisors L.P. and its related funds (collectively ‘Elliott’) from transferring their recently acquired equity interest in Norbert Dentressangle SA (‘ND’) to any third party other than XPO.

The injunction was issued on the basis of evidence showing that Elliott has accumulated its interest in ND through deceptive means that are in violation of applicable disclosure and tender offer regulations. The expedited proceeding brought by XPO in the Paris Commercial Court constitutes a first step in the proceedings that XPO will take to sanction Elliott’s illicit scheme.

The injunction will continue until the end of expedited court proceedings brought by XPO. A court hearing has been scheduled on July 23, 2015. In the expedited court proceeding, XPO will ask that the injunction against Elliott be continued until final resolution of the claims against Elliott.

XPO’s pending tender offer to acquire shares of ND, which was filed on June 11, 2015, and approved by the French market regulation authority, the Autorité des marchés financiers (the AMF), follows the acquisition by XPO of a 67.0% interest in ND from the Dentressangle family at a price per share of €217.50 (following payment of a dividend to all ND shareholders). XPO’s offer allows ND minority shareholders to sell their shares at the same price paid to the Dentressangle family, which represents a 34.0% premium over the market price of the shares immediately preceding the announcement of the transaction, and a 78.0% premium over the one-year average stock price.

In accordance with AMF requirements, an independent expert reviewed XPO’s tender offer and unequivocally concluded that €217.50 is a fair price, particularly as it equals the per-share price accepted by the controlling Dentressangle family. Consequently, XPO has no intention of increasing its offer for any ND shares that it has not yet acquired.

The tender offer remains open until July 17, 2015.