U.S. Xpress Enterprises announced Wednesday, Sept. 26, that a special committee composed of three disinterested members of the company’s board of directors is expressing no opinion and is remaining neutral with respect to the tender offer by two of the company’s executives.
Mountain Lake Acquisition Co. — an entity formed by Patrick E. Quinn and Max L. Fuller — has offered to purchase for cash all outstanding shares of Class A common stock of U.S. Xpress, other than the shares of Class A shares the two already own, at a price of $20.10 per share. Quinn and Fuller founded U.S. Xpress in 1985 and serve as co-chairmen of the board; Fuller is the company’s chief executive officer, and Quinn is the company’s president.
The offer price would represent a premium of 44.8 percent over the $13.88 per-share average reported closing price of the company’s Class A common stock for the 30 trading days ended on June 21 — the last trading day before the date of Quinn and Fuller’s original tender offer proposal of $20 per share — and a 41.3 percent premium over the $14.23 per share reported closing price on June 21.
The committee is urging the Chattanooga, Tenn.-based company’s stockholders to make their own decisions on whether to tender their Class A shares and accept the offer, based on their investment objectives and all of the available information, including the factors considered by the committee.