Transaction will create an industry-leading
combined Freight Technology Operating System to enable a
comprehensive end-to-end shipper-to-carrier solution, unlocking new
levels of efficiency and service.
Uber Freight and Transplace have entered into a definitive
agreement for Uber Freight to acquire Transplace for approximately
$2.25 billion, consisting of up to $750 million in common stock of
Uber Freight’s parent company, Uber Technologies, Inc. (NYSE: UBER)
and the remainder in cash. Uber Freight will acquire Transplace
from TPG Capital, the private equity platform of alternative asset
firm TPG. Uber Freight’s acquisition of Transplace will create one
of the leading logistics technology platforms, with one of the
largest and most comprehensive managed transportation and logistics
networks in the world. The transaction is subject to regulatory
approval and other customary closing conditions.
The acquisition comes at a time of accelerated transformation in
logistics. The demands of a volatile market and the increasing
complexity of globalized logistics are clashing with industrial-age
transportation technology. In the midst of capacity constraints and
escalating transportation costs, shippers are adapting their
operations at an increasing pace and looking for technology,
support, and solutions that can modernize their supply chain and
keep critical goods, and the economy, moving.
“This is a significant step forward, not just for Uber Freight
but for the entire logistics ecosystem,” said Lior Ron, Head of
Uber Freight. “This is an opportunity to bring together
complementary best-in-class technology solutions and operational
excellence from two premier companies to create an industry-first
shipper-to-carrier platform that will transform shippers’ entire
supply chains, delivering operational resilience and reducing costs
at a time when it matters most.”
“The acquisition will combine the world’s premier shipper
network platform with one of the industry’s most innovative supply
platforms, to the benefit of all stakeholders,” said Frank
McGuigan, CEO of Transplace. “Our expectation is that shippers will
see greater efficiency and transparency and carriers will benefit
from the scale to drive improved operating ratios. All in all, we
expect to significantly reduce shipper and carrier empty miles to
the benefit of highway and road infrastructures and the
environment. Finally, we want to thank TPG for their partnership as
we have worked together to position Transplace as a leader in
supply chain innovation.”
Transplace was acquired by TPG Capital in 2017. Over the course
of the partnership, Transplace has invested heavily in technology
and other growth initiatives to further bolster the company’s
expansive, high-quality, customizable solutions for managing
today’s supply chain. Digitization of the global supply chain and
the rapid adoption of logistics technology and solutions continue
to drive investment activity across TPG’s platforms.
“Our partnership with Transplace is a strong example of TPG
Capital’s strategy to identify industry-leading tech-enabled
services companies and invest behind them to drive sustained
growth,” said Jack Daly, Partner at TPG Capital and Chairman of
Transplace, and Alex Minasian, Principal at TPG Capital. “In a
category that continues to benefit from several secular tailwinds,
Frank and his experienced team have positioned the company as an
innovative leader that is empowering customers of all sizes to
improve and optimize their supply chains. We thank the entire
Transplace team for their partnership and wish them continued
success in their next chapter.”
A logistics platform built for both shippers and
carriers
The combination of Uber Freight and Transplace will optimize the
movement of freight across the entire marketplace and deliver
best-in-class services to shippers, while also unlocking
opportunities for carriers. Uber Freight’s vast network of
digitally-enabled carriers, combined with Transplace’s trusted
shipper technology and operational solutions, will result in a
fully scaled logistics platform built to meet both shippers and
carriers where they are, no matter the size of their business or
their transportation needs.
The combination of trusted services and technology solutions
available via Uber Freight will help reduce friction across the
supply chain and enable a new era of logistics management:
- Shippers will have access to an even more robust set of
technology solutions across all transportation modes and services,
bolstered by support services based on Uber’s advanced technology
and data science expertise.
- Carriers will have the ability to collaborate directly with
shippers within a seamless marketplace as well as access high
quality freight across multiple expanded service lines, including
intermodal, cross border and Less-Than-Truckload.
Uber Freight’s brokerage will continue to operate independently
from Transplace’s managed transportation services to ensure the
highest-quality service for shippers.
Accelerating Uber Freight’s path to profitability
Completion of this transaction will enable Uber Freight to serve
substantially more customers at all levels of the freight industry
and will expand its presence into Mexico and through new
capabilities in intermodal and customs brokerage.
This transaction is expected to accelerate Uber Freight’s path
to profitability and help the segment to break even on an Adjusted
EBITDA basis by the end of 2022.
A slide presentation with additional information about the
transaction will be available on the Uber Investor Relations
website at investor.uber.com.
Advisors
Morgan Stanley & Co. LLC is acting as financial advisor to
Uber, and Cooley LLP and Sullivan & Cromwell LLP are serving as
legal counsel. Goldman Sachs & Co. LLC is serving as lead
financial advisor to Transplace and TPG Capital. Harris Williams is
also serving as financial advisor. Kirkland & Ellis and Cleary
Gottlieb are serving as legal counsel to Transplace and TPG
Capital.
About Uber Freight
Uber Freight is a logistics platform built on the power of Uber
with the goal to reshape global logistics and deliver reliability,
flexibility and transparency for shippers and carriers. Since
launching in 2017, Uber Freight has built one of the world’s
largest digitally-enabled carrier networks and transformed
entrenched practices around pricing and booking freight to reduce
inefficiencies and increase opportunities for business growth and
industry collaboration. Today, the business counts over 70,000
carriers in its network and thousands of shippers as customers,
from small businesses to Fortune 500 companies, including AB Inbev,
Nestle, LG, Land O’Lakes and many more.
About Transplace
Transplace powers one of the largest managed transportation and
logistics networks in the world. Its tech-enabled services and
solutions platform are backed by the combination of innovative
technology and a dedicated team of domain experts, engineers and
data scientists. Transplace is committed to thrilling its customers
by consistently improving supply chain performance and providing
greater visibility and control of their logistics networks.
Companies of all sizes rely on Transplace to deliver trusted
outcomes through best-in-class logistics management, strategic
capacity and cross-border services.
About TPG
TPG is a leading global alternative asset firm founded in 1992
with $96 billion of assets under management and offices in Beijing,
Fort Worth, Hong Kong, London, Luxembourg, Melbourne, Mumbai, New
York, San Francisco, Seoul, Singapore, and Washington D.C. TPG's
investment platforms are across a wide range of asset classes,
including private equity, growth equity, impact investing, real
estate, secondaries, and public equity. TPG aims to build dynamic
products and options for its investors while also instituting
discipline and operational excellence across the investment
strategy and performance of its portfolio. For more information,
visit www.tpg.com or @TPG on Twitter.
Forward-Looking Statements
This communication contains forward-looking statements regarding
Uber Freight Holding Corporation (“Freight,” “we” or “our”) future
business expectations which involve risks and uncertainties. Actual
results may differ materially from the results predicted, and
reported results should not be considered as an indication of
future performance. Forward-looking statements include all
statements that are not historical facts and can be identified by
terms such as “anticipate,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,”
“objective,” “ongoing,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” or “would” or similar expressions and
the negatives of those terms. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. These risks, uncertainties and other factors relate to,
among others: risks and uncertainties related to our pending
acquisition of Transplace, including the failure to obtain, or
delays in obtaining, required regulatory approvals, any reverse
termination fee that may be payable by us in connection with any
failure to obtain regulatory approvals, the risk that such
approvals may result in the imposition of conditions that could
adversely affect us or the expected benefits of the proposed
transaction, or the failure to satisfy any of the closing
conditions to the proposed transaction on a timely basis or at all;
costs, expenses or difficulties related to the acquisition of
Transplace, including the integration of the Transplace business;
failure to realize the expected benefits and synergies of the
proposed transaction in the expected timeframes or at all; failure
to accelerate Freight’s profitability in the expected timeframes or
at all; the potential impact of the announcement, pendency or
consummation of the proposed transaction on relationships with our
and/or Transplace’s employees, customers, suppliers and other
business partners; the risk of litigation or regulatory actions to
us and/or Transplace; inability to retain key personnel; changes in
legislation or government regulations affecting us or Transplace;
developments in the COVID-19 pandemic and resulting business and
operational impacts on us and/or Transplace; and economic
financial, social or political conditions that could adversely
affect us, Transplace or the proposed transaction. All information
provided in this communication is as of the date of this
communication and any forward-looking statements contained herein
are based on assumptions that we believe to be reasonable, and
information available to us, as of such date. We undertake no duty
to update this information unless required by law.
The forward-looking statements in this communication may also
relate to the business and expectations of Freight’s parent
company, Uber Technologies, Inc. (“Uber”). In addition to the risks
related to the proposed transaction and the business of Freight
and/or Transplace, for additional information on other potential
risks and uncertainties that could cause actual results of Uber to
differ from the results predicted, please see its Annual Report on
Form 10-K for the year ended December 31, 2020 and subsequent Form
10-Qs and Form 8-Ks filed with the Securities and Exchange
Commission (the “SEC”). Uber undertakes no duty to update this
information unless required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210722005602/en/
Press:
For Uber Freight: press@uber.com
For Transplace: press@transplace.com
For TPG: Luke Barrett 415-743-1550 media@tpg.com
Investors and Analysts:
For Uber: investor@uber.com
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