Swift shareholders OK sale to Moyes

user-gravatar Headshot

Swift Transportation Co. shareholders voted Friday, April 27, to approve the sale of the Phoenix-based company to Jerry Moyes, who founded Swift more than 40 years ago. Moyes will pay $31.55 per share, or about $2.4 billion in cash, and take on $332 million in debt to regain control and take Swift private.

“I am delighted that the Swift shareholders saw the value of our offer and voted to approve it,” Moyes said in a statement. The foundation of Swift is its wonderfully talented and hardworking people who are devoted to providing great service to our customers. I can’t wait to get back in the driver’s seat and once again work with this remarkable group of people.”

The transaction, approved by 83 percent of all outstanding shares, is set to close in about a week, company officials told the Arizona Republic. Swift’s board of directors approved the deal in January.

Moyes originally sent a letter to Swift executives Nov. 6, 2006, notifying them of his wishes to buy the company and take it private. With a total of 75.9 million shares outstanding, the total value of the offer was about $2.17 billion. In the letter, Moyes stated that the offer would remain on the table through Nov. 20. On Nov. 17, Moyes extended that deadline to Nov. 27 in a filing with the U.S. Securities and Exchange Commission.

The Teamsters union later came out against Moyes’ offer, saying Swift should make no disclosures to Moyes “until such time as he provides a credible, fully financed offer that reflects the true value of our company.” The Nov. 17 letter to Patton from Teamsters General-Secretary Treasurer C. Thomas Keegal also questioned whether Moyes’ continued presence on the Swift board of directors was “legal, appropriate, and in the best interests of Swift shareholders.”

Two Swift shareholders, Milton Pfeiffer and Audrey Molinari, also filed separate lawsuits against the Moyes deal in Maricopa County, Ariz., Superior Court. Molinari’s lawsuit called $29 per share “unconscionable, unfair and grossly inadequate,” while Pfeiffer’s lawsuit charged that Moyes “can influence the management and operations of the company in order to squeeze out the public shareholders” and obtain their shares “at an unfair price and unfair terms.”

Partner Insights
Information to advance your business from industry suppliers

On Nov. 27, Swift announced that a three-director committee had determined that Moyes’ original offer of $29 a share in cash was inadequate, but that it would talk with Moyes and other potential buyers to determine whether the price could be increased. The committee said it would act expeditiously, but had no timetable for its discussions with Moyes and other parties. On Jan. 19, it was announced that Moyes and Swift had agreed on financial terms.

Moyes founded Swift Transportation in 1966 and ran it for decades, but stepped down as president in November 2004 and as chief executive officer in December 2005 in the wake of a federal lawsuit over his stock transactions. While neither admitting nor denying any wrongdoing, Moyes agreed in fall 2005 to pay $1.26 million to settle charges of insider trading with the U.S. Securities and Exchange Commission.

Last year, Moyes also reached an agreement to buy Central Freight Lines, based in Waco, Texas, and take the company private. Moyes also is majority owner of the Phoenix Coyotes hockey team and the Arizona Sting lacrosse team.