Easyfairs' acquisition of Xpo Group

On 3 August 2026, Easyfairs completed its acquisition of Xpo Group after initially offering €834.20 per share for all 104,590 of Xpo Group's shares, implying an equity value of approximately €87.2 million.

Easyfairs is a Brussels-based pan-European events and trade fair organiser, running 110 event titles across 12 countries and 50 venues, covering 12 industry verticals and welcoming over one million visitors and 23,000 exhibitors a year. Xpo Group owns and operates business-to-business event portfolios including the ARCHITECT@WORK and Solar Solutions series, as well as the Kortrijk Xpo multipurpose venue, spanning construction, interior design, sustainability, marketing & communications, food, retail, and technology.

The structure of the deal is a public takeover bid. This is a formal offer by a bidder to buy shares directly from the shareholders of a company, usually at a stated price during a fixed acceptance period. It is "public" because it is made to the relevant shareholder population rather than negotiated privately with a single seller. The deal falls under a Belgian regulatory route, meaning the bid follows a process supervised by Belgium's Financial Services and Markets Authority (FSMA), which reviews the offer documents, oversees disclosure, and seeks to ensure shareholders receive equal and sufficient information.

The deal needed a reopened offer, which is a second acceptance window. Under Article 35 of the Belgian Takeover Decree, an offer must generally be reopened where, among other things, the bidder and its connected persons hold at least 90% of the voting securities after the first acceptance period, the bidder seeks to delist the company shortly after the offer, or the bidder committed to buy shares at a price higher than the original offer price.

There is also a more consequential form of reopening. If the bidder reaches the Belgian squeeze-out thresholds, it can require the remaining minority shareholders to sell. This applies where the bidder holds at least 95% of the voting capital and securities following the bid (or its reopening), and acquired at least 90% of the securities covered by the offer through acceptances. Belgian law requires the bid to be reopened for at least fifteen working days before that compulsory acquisition completes.

Simpson Thacher advised CVC Credit and Hayfin, who acted as lenders providing the debt financing for Easyfairs' bid. The likely structure of this acquisition would be through the creation of a bidder vehicle that conducts the takeover itself, separating the acquisition from the funds and allowing ownership and financing terms to be tailored to the transaction. The funds could provide ordinary or preferred equity, shareholder loans, payment-in-kind notes, or a combination of these; the bidder vehicle could supplement that capital with senior acquisition debt from banks or other credit funds, then submit the offer through the FSMA-supervised process. Once the offer completes, the bidder vehicle owns the tendered shares.

The deal may have further ramifications. It could indicate a geo-cloning strategy, which means taking a business model that works well in one market and replicating it in others, applying Xpo's formats (like ARCHITECT@WORK) across Easyfairs' existing venue network. It may also contribute to consolidation in a fragmented industry of many small and medium operators, suggesting a buy-and-build strategy: acquiring a strong platform, integrating its systems and operations, and building scale that creates stronger supplier bargaining power, shared tech and admin systems, centralised finance, and greater brand recognition.