Duff Brothers Capital Corporation Successfully Completes Tender Offer for Shares of Frozen Food Express Industries, Inc.
19 August 2013 - 11:31PM
Frozen Food Express Industries, Inc. (Nasdaq:FFEX) ("FFE" or the
"Company") and Duff Brothers Capital Corporation today announced
the successful completion of the cash tender offer (the "Offer")
for outstanding shares of common stock of FFE for $2.10 per share
in cash, without interest and less any applicable withholding
taxes.
The Offer and withdrawal rights expired at midnight, Eastern
time, at the end of the day on Friday, August 16, 2013. Eagle
Rock Proxy Advisors, LLC, the Information Agent for the Offer, has
indicated that approximately 15,382,700 Shares were tendered in and
not withdrawn from the Offer, representing, together with shares
beneficially owned by the control persons of Duff Brothers Capital
Corporation, a total of approximately 90.4% of the outstanding
shares of Common Stock of FFE. An additional 131 Shares were
tendered subject to guaranteed delivery procedures. All Shares
validly tendered in the tender offer and not withdrawn have been
accepted for payment.
Duff Brothers Capital Corporation (the "Purchaser") and Duff
Brothers Subsidiary, Inc. (the "Merger Sub") expect to effect a
short-form merger under Texas law without the affirmative vote of
any other FFE shareholder. When the merger becomes effective,
FFE will become a wholly owned subsidiary of the Purchaser. In
connection with the consummation of the merger, all outstanding
shares (other than shares held by the Purchaser, Merger Sub, FFE or
any of their affiliates or by FFE's shareholders who are entitled
to and properly exercise dissent and appraisal rights under Texas
law) will be canceled and converted into the right to receive cash
equal to the $2.10 offer price per share, net in cash, without
interest, less any applicable withholding taxes. FFE
shareholders who did not tender their Shares into the Offer will
not receive payment for their Shares until: (1) the merger becomes
effective and (2) the shareholders properly surrender their shares,
as described in the Offer to Purchase dated July 22,
2013.
Following the effective time of the merger, the FFE shares will
be delisted and will cease to trade on the NASDAQ Stock
Market.
About FFE
Frozen Food Express Industries, Inc. is one of the leading
temperature-controlled truckload and less-than-truckload carriers
in the United States with core operations in the transport of
temperature-controlled products and perishable goods including
food, health care and confectionery products. Service is offered in
over-the-road and intermodal modes for temperature-controlled
truckload and less-than-truckload, as well as dry truckload on a
non-dedicated fleet basis. We also provide bulk tank water
transportation, brokerage/logistics and dedicated services to our
customers. Additional information about FFE can be found at
www.ffeinc.com.
Forward-Looking Statements
This communication contains "forward-looking statements," within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, relating to the acquisition of FFE by Duff Brothers
Capital Corporation. All statements relating to plans, strategies,
objectives, expectations and intentions, all statements identified
by words such as "will", "could", "should", "believe", "expect",
"intend", "plan", "schedule", "estimate", "project", and similar
expressions and all statements other than historical facts included
in this communication are forward-looking statements. These
statements are based on current expectations of future events. If
underlying assumptions prove inaccurate or unknown, or unknown
risks or uncertainties materialize, actual results could vary
materially from expectations and projections. Risks and
uncertainties include, among other things, uncertainties as to the
timing of the merger; as well as other cautionary statements
contained elsewhere herein and in FFE's periodic reports filed with
the SEC including current reports on Form 8-K, quarterly reports on
Form 10-Q and annual reports on Form 10-K. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements, which apply only as of the date of this
communication. FFE expressly disclaims any intent or obligation to
update these forward-looking statements except as required by law.
Additional information about FFE is available at
www.ffeinc.com.
CONTACT: Frozen Food Express Industries, Inc.
Russell Stubbs, President and CEO
John Hickerson, EVP and COO
Steve Stedham, VP and Interim CFO
(214) 630-8090
Dave Mossberg, Investor Relations
Three Part Advisors, LLC
(817) 310-0051
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