Forward Air Corporation (NASDAQ: FWRD) (“Forward”) today
announced an agreement with Omni Logistics, LLC (“Omni”), a private
company that is majority owned by Ridgemont Equity Partners
(“Ridgemont”) and EVE Partners, LLC (“EVE”), to amend the terms of
the existing merger agreement relating to their previously
announced acquisition. This agreement ends the litigation between
the parties, which will now be dismissed.
Under the terms of the amended merger agreement, Omni
shareholders will receive $20 million in cash, instead of the $150
million initially agreed, and 35%1 of Forward’s pro forma common
equity (on a fully-diluted, as-converted basis), as compared to the
37.7% of Forward’s pro forma common equity (on a fully-diluted,
as-converted basis) contemplated by the original agreement.
“We have always believed in the power of this acquisition and
are pleased to have found a way forward,” said Tom Schmitt,
Chairman, President and Chief Executive Officer of Forward. “In
recent days, we have engaged constructively with Omni to set a path
forward that ends our legal dispute.”
Schmitt continued, “The revised agreement enables Forward to
accelerate its long-term Grow Forward strategy and positions the
combined company as the premier provider of choice in high-quality
freight transportation. We believe this highly compelling
acquisition will deliver significant long-term shareholder value
and we look forward to swiftly closing the transaction so we can
begin to capitalize on the many exciting opportunities ahead.”
Forward and Omni’s agreement resolves previously announced
transaction litigation between them. The parties are targeting a
transaction closing by the end of the week.
About Forward Air
Forward Air is a leading asset-light provider of transportation
services across the United States, Canada and Mexico. We provide
expedited less-than-truckload services, including local pick-up and
delivery, shipment consolidation/deconsolidation, warehousing, and
customs brokerage by utilizing a comprehensive national network of
terminals. In addition, we offer truckload brokerage services,
including dedicated fleet services; and intermodal, first-and
last-mile, high-value drayage services, both to and from seaports
and railheads, dedicated contract and Container Freight Station
warehouse and handling services. We are more than a transportation
company. Forward is a single resource for your shipping needs. For
more information, visit our website at www.forwardaircorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
This document includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, which are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. These statements may reflect
Forward’s expectations, beliefs, hopes, intentions or strategies
regarding, among other things, the transactions contemplated under
the Merger Agreement (collectively with the other transactions
contemplated by the other Transaction Agreements referred to in the
Merger Agreement, the “Transactions”) between Forward and Omni, the
expected timetable for completing the Transactions, the benefits
and synergies of the Transactions and future opportunities for the
combined company, as well as other statements that are other than
historical fact, including, without limitation, statements
concerning future financial performance, future debt and financing
levels, investment objectives, implications of litigation and
regulatory investigations and other management plans for future
operations and performance. Words such as “anticipate(s)”,
“expect(s)”, “intend(s)”, “plan(s)”, “target(s)”, “project(s)”,
“believe(s)”, “will”, “aim”, “would”, “seek(s)”, “estimate(s)” and
similar expressions are intended to identify such forward-looking
statements.
Forward-looking statements are based on management’s current
expectations, projections, estimates, assumptions and beliefs and
are subject to a number of known and unknown risks, uncertainties
and other factors that could lead to actual results materially
different from those described in the forward-looking statements.
Forward can give no assurance that its expectations will be
attained. Forward’s actual results, liquidity and financial
condition may differ from the anticipated results, liquidity and
financial condition indicated in these forward-looking statements.
We caution readers that any such statements are based on currently
available operational, financial and competitive information, and
they should not place undue reliance on these forward-looking
statements, which reflect management’s opinion only as of the date
on which they were made. These forward-looking statements are not a
guarantee of future performance and involve risks and
uncertainties, and there are certain important factors that could
cause Forward’s actual results to differ, possibly materially, from
expectations or estimates reflected in such forward-looking
statements, including, but without limitation: (i) whether or not
the Transactions are consummated and, if consummated, the
Transactions meet expectations regarding the timing and completion
thereof; (ii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the Merger Agreement; (iii) the satisfaction or waiver of the
conditions to the completion of the Transactions; (iv) the outcome
of any additional legal proceedings that have or may be instituted
against the parties or any of their respective directors or
officers related to the Transactions; (v) the diversion of
management time on issues related to the Transactions or any legal
proceedings related thereto; (vi) the risk that the parties may be
unable to achieve the expected strategic, financial and other
benefits of the Transactions, including the realization of expected
synergies and the achievement of deleveraging targets, within the
expected time-frames or at all, particularly depending on the
outcome of any legal proceedings related to the Transactions; (vii)
the risk that the committed financing necessary for the
consummation of the Transactions is unavailable at the closing, and
that any replacement financing may not be available on similar
terms, or at all; (viii) the risk that the businesses will not be
integrated successfully or that integration may be more difficult,
time-consuming or costly than expected, particularly depending on
the outcome of any legal proceedings related to the Transactions;
(ix) the risk that operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the Transactions,
particularly depending on the outcome of any legal proceedings
related to the Transactions; (x) risks associated with the need to
obtain additional financing which may not be available or, if it is
available, may result in a reduction in the ownership of current
Forward shareholders, particularly depending on the outcome of any
legal proceedings related to the Transactions; and (xi) general
economic and market conditions.
These and other risks and uncertainties are more fully discussed
in the risk factors identified in “Item 1A. Risk Factors” in Part I
of Forward’s most recently filed Annual Report on Form 10-K, and as
may be identified in Forward’s Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Except to the extent required by law,
Forward expressly disclaims any obligation to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in Forward’s expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based.
1 Approximately 14.1 million shares on an as-diluted,
as-converted basis.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240122588877/en/
Elizabeth Volpe / Libby Lloyd Brunswick Group 212-333-3810
forwardaircorporation@brunswickgroup.com
Forward Air (NASDAQ:FWRD)
Historical Stock Chart
From Apr 2024 to May 2024
Forward Air (NASDAQ:FWRD)
Historical Stock Chart
From May 2023 to May 2024