US 1 Industries Inc. announced on Friday, Feb. 18, that it has entered into a definitive merger agreement to be acquired for $1.43 per share in cash by Trucking Investment Co. Inc., a company formed and owned by Harold Antonson, chief financial officer of US 1 and a member of the company’s board of directors, and Michael Kibler, US 1’s president and chief executive officer and also a board member.
Antonson and Kibler are the US 1 shareholders who previously submitted proposals to the company’s board to take the Valparaiso, Ind.-based company private. They collectively beneficially own about 53 percent of the issued and outstanding common shares of US 1, about 7.92 million shares.
The merger consideration represents a premium of 46 percent over the $0.98 per share average reported closing price of the company’s common stock for the 90 trading days ended Sept. 15, 2010, the last trading day prior to the initial proposal and a 43 percent premium over the $1.00 per share reported closing price on Sept. 15, 2010. In determining this offer price, the board received a third-party valuation from its financial adviser and will receive a fairness opinion from the firm performing this valuation.
US 1 says its board, acting upon the unanimous recommendation of a special committee comprised entirely of independent directors, has unanimously approved the merger and recommended that US 1’s shareholders vote in favor of the adoption of the merger agreement and approval of the merger.
Antonson and Kibler have agreed to exchange all of their company shares for equity interests in TIC in lieu of their receipt of the cash merger consideration for those shares. The transaction is expected to be completed in the second quarter of 2011 subject to regulatory approvals and other customary closing conditions. US 1 says TIC has been advised by U.S. Bancorp that it believes that it will be able to fund the purchase price for the shares that are acquired.