Dynamex receives yet another ‘superior’ buyout offer

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Updated Dec 8, 2010

The bidding war continues for Dynamex Inc., a publicly-traded provider of same-day delivery and logistics services in the United States and Canada, as the Dallas-based company announced Tuesday, Dec. 7, that the “excluded party” who attempted to outbid its original buyer is making a second attempt. The “Takeover Party” submitted a “superior proposal” for the acquisition of Dynamex in which the company’s stockholders would receive $25 per share in cash.

Terms of the new deal must be finalized by 11:59 a.m. ET on Dec. 14. Prior to that time, the original contender for Dynamex – DashNow Holding Corp., a Delaware corporation and an affiliate of Greenbriar Equity Group – will have another opportunity to submit another higher offer and its third offer overall. If DashNow decides not to up the ante, Dynamex will have to pay the holding corporation a breakup fee of more than $7.7 million.

Dynamex on Nov. 30 accepted DashNow’s second offer of $24 per share, which surpassed the $23.50 offer made Nov. 23 by the “Takeover Party” when it first attempted to outbid DashNow. Under terms of the original transaction with DashNow announced Oct. 1, Dynamex shareholders would have received $21.25 per share.

Greenbriar is a transportation and logistics-focused private equity firm with $1.5 billion of capital under management. The original transaction, with a value of about $210 million, was approved unanimously by the Dynamex board. The merger consideration represented a premium of about 39.3 percent over the Sept. 30 closing price of Dynamex and a 58.4 percent premium over the average closing price for the 30 trading days prior to Oct. 1. Following completion of the proposed transaction, Dynamex no longer would be traded publicly.

After the initial buyout offer was announced, several law firms launched investigations into possible breaches of fiduciary duty and other violations by members of the Dynamex board in connection with their initial efforts to sell the company to DashNow. The law firms based their investigations on concerns whether Dynamex’s board undertook a fair process to obtain fair consideration for all shareholders of Dynamex, particularly whether the company’s board failed to adequately shop the company before entering into the transaction with DashNow and whether the transaction undervalued Dynamex.