U.S. Xpress executives Patrick E. Quinn and Max L. Fuller announced today, Oct. 12, the successful completion of the tender offer for all outstanding shares of Class A common stock, par value $0.01 per share, of U.S. Xpress Enterprises Inc., other than Class A shares already owned by the two and their affiliates. The tender offer expired, as scheduled, at 5 p.m. ET on Thursday, Oct. 11.
The depositary for the tender offer has advised that, as of the expiration of the tender offer, a total of about 8.1 million Class A shares were validly tendered and not withdrawn in the tender offer. The Class A shares validly tendered and not withdrawn represent about 88.7% of all Class A shares not owned by Quinn and Fuller and their affiliates.
New Mountain Lake Acquisition Co., the entity former by Quinn and Fuller to pursue the purchase, has accepted for payment all Class A shares that were validly tendered in the tender offer and intends to pay promptly for the accepted Class A shares. Quinn and Fuller and their affiliates also have agreed to transfer to New Mountain Lake Acquisition Co. about 3.3 million Class A shares and about three million shares of the Company’s Class B common stock, par value $0.01 per share, owned by them.
As a result of these transfers and the acquisition of Class A shares in the tender offer, New Mountain Lake Acquisition Co. will own an aggregate of about 14.5 million Class A shares, representing about 93.3 percent of the total Class A shares issued and outstanding. New Mountain Lake Acquisition Co. intends promptly to complete a short-form merger in which the remaining stockholders of the company who did not tender their Class A shares will receive $20.10 per Class A share in cash, without interest thereon and less any required withholding taxes.
Quinn and Fuller had 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 owned, 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 represented 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.
In late September, a special committee composed of three disinterested members of the company’s board of directors expressed no opinion and remained neutral with respect to the tender offer. The committee urged 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.