Genesee & Wyoming To Acquire Pentalver

Genesee & Wyoming To Acquire Pentalver

APM Terminals has reached an agreement to divest UK Pentalver to Genesee & Wyoming Inc. (G&W) (NYSE:GWR)– a United States-based, global operator of short line and regional railroads and the parent company of Freightliner, the largest transporter and inland rail terminal operator for the movement of deep sea maritime containers in the UK. The transaction is subject to customary closing conditions, which are expected to be fulfilled in the first quarter of 2017.

Headquartered in Southampton, U.K., Pentalver operates off-dock container terminals strategically placed at each of the four major seaports of Felixstowe, Southampton, London Gateway and Tilbury, as well as an inland off-dock terminal located at Cannock, in the Midlands, near many of the nation’s largest distribution centres. In addition to providing storage for loaded and empty containers on over 100 acres of land, Pentalver also operates trucking haulage services with more than 150 trucks, primarily providing daily service between all the seaports in the UK. 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 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 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 centres 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 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.”

Chris Lawrenson, Managing Director of Pentalver, commented, “Upon completion I am delighted that we have a shareholder such as G&W to continue the growth plans of the Pentalver business. Joining the G&W group is a massive opportunity to enhance the services, capabilities and overall capacity of Pentalver and along with subsidiaries such as Freightliner together we will have the ability to offer great services to all customers in the UK. The future is extremely exciting and will be a major step change in the UK container intermodal market.”

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.