Forward Air (CCJ Top 250, No. 57) on Monday reached an agreement with Omni Logistics to amend the terms of a merger agreement announced in August relating to their previously announced acquisition.
The agreement ends litigation between the parties, which will be dismissed.
“We have always believed in the power of this acquisition and are pleased to have found a way forward,” said Tom Schmitt, Chairman, President and Chief Executive Officer of Forward. “In recent days, we have engaged constructively with Omni to set a path forward that ends our legal dispute.”
Under the terms of the amended merger agreement, Omni shareholders will receive $20 million in cash, instead of the $150 million initially agreed, and 35%1 of Forward’s pro forma common equity (on a fully-diluted, as-converted basis), as compared to the 37.7% of Forward’s pro forma common equity (on a fully-diluted, as-converted basis) contemplated by the original agreement.
Schmitt said the revised agreement enables Forward Air to accelerate its long-term Grow Forward strategy and positions the combined company as the premier provider of choice in high-quality freight transportation. "We believe this highly compelling acquisition will deliver significant long-term shareholder value and we look forward to swiftly closing the transaction so we can begin to capitalize on the many exciting opportunities ahead," he said.
Forward and Omni’s agreement resolves previously announced transaction litigation between them. The parties are targeting a transaction closing by the end of the week.
