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Wincanton makes offer for TDG

12 May 2008

Analysis and comment from John Manners-Bell, Chief Analyst, Ti. It has been revealed that European logistics company Wincanton has made an indicative cash offer to buy fellow UK contract logistics operator TDG. Wincanton approached the Board of TDG on 14 April with an offer for TDG of 281.25 pence per ordinary share. Wincanton has reconfirmed this cash offer today. Wincanton has stated that it believes that the indicative offer is attractive to TDG's shareholders, being 15 pence per share higher than the indicative offer included in Laxey Partners' announcement on 27 February 2008. Wincanton's indicative cash offer would represent a premium of approximately 22% to TDG's closing share price on May 8, 2008. Since 14 April, Wincanton has undertaken preliminary due diligence with assistance from the Board of TDG, which, it says, supports its view that there is merit in continuing to explore a combination of the two businesses in terms of operational overlap and complementary sector and geographic coverage. Wincanton also believes that there may be attractive opportunities to generate significant profit improvement through both cost-driven synergies and operational efficiencies and to create value through improved utilisation of the combined property portfolio. Management warned that no offer will be made if due diligence does not confirm Wincanton's assumptions which indicate that a transaction would be substantially value-enhancing for Wincanton shareholders. At the same time TDG's Board noted that Laxey Partners had re-confirmed its interest in pursuing a possible offer for the Group and that, should an offer be made, it would be at the price already indicated of 266.25 pence per share. Laxey Partners has completed its due diligence and a possible offer is to be announced in the near future. Commenting on the offer, John Manners-Bell, Ti's Chief Analyst said: 'There are good synergistic reasons why the acquisition of TDG by Wincanton would work. In fact it is surprising that an offer has not been made earlier given the consolidation which has already occurred in the industry. The resulting group would be very UK-centric, but given that most contracts are awarded on a national rather than European-basis, this is more a strength than a weakness. This can also be seen as a defensive move, following Norbert Dentressangle's acquisition of Christian Salvesen last year.'

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