Companies to Amend Terms of Merger Agreement
and Resolve All Outstanding Litigation
Combined Company Will Create Category Leader
in Expedited LTL
DALLAS, Jan. 22,
2024 /PRNewswire/ -- Omni Logistics, LLC ("Omni")
today announced an agreement with Forward Air (NASDAQ: FWRD)
("Forward") to amend the terms of the existing merger agreement
relating to their previously announced transaction. This agreement
resolves the litigation between the parties, and the two companies
are targeting a transaction close by the end of the week.
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.
Upon closing of the transaction, the combined company will be
well-positioned to become the premier global, integrated provider
of comprehensive LTL services and generate significant value for
shareholders, customers, and employees.
JJ Schickel, CEO of Omni and incoming President of Forward Air,
said, "Combining with Forward Air creates an unparalleled
opportunity to reshape the industry and become the best possible
strategic partner to our customers. We are excited to hit the
ground running with the Forward Air team, with whom we have worked
closely for decades, and look forward to capitalizing on the
significant value creation opportunity ahead of us."
About Omni Logistics
Omni Logistics is a global multimodal provider of air, ocean,
and ground services. Every supply chain solution is designed
according to each customer's specific freight needs, challenges,
and objectives, regardless of mode, time requirements, or cost.
Leveraging the expertise and advanced training of an expansive
global workforce in more than 100 locations, Omni Logistics focuses
on removing supply chain inefficiencies and providing low
cost-per-unit solutions to approximately 7,000 customers worldwide.
In addition to operating a full portfolio of multimodal solutions
both domestically and internationally, Omni Logistics manages a
robust portfolio of supplemental services for enterprises dependent
on the efficient movement of high value freight.
Forward-Looking Statements
This press release includes forward-looking statements that are
based on information currently available to Omni, Omni's beliefs,
as well as on a number of assumptions concerning future events.
Forward-looking statements are not a guarantee of performance and
are subject to a number of uncertainties and other factors, which
could cause the actual results to differ materially from those
currently expected. In providing forward-looking statements, the
company does not intend, and is not undertaking any obligation or
duty, to update these statements as a result of new information,
future events or otherwise.
Media Contact
Jeremy Fielding / Nathan Riggs / Mark
Fallati
Kekst CNC
KekstOmni@kekstcnc.com
__________________________
1 Approximately 14.1 million shares on an as-diluted,
as-converted basis.
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SOURCE Omni Logistics, LLC