HOUSTON, May 18 /PRNewswire-FirstCall/ -- EGL, Inc. ("EGL" or the "Company"), announced today that the Special Committee of its Board of Directors has received a revised proposal from entities affiliated with James R. Crane, EGL's largest shareholder, Chief Executive Officer and Chairman of the Board, together with investment funds affiliated with Centerbridge Partners, L.P. and The Woodbridge Company Limited (the "Crane group"), that would amend the current merger agreement between EGL and the Crane group.
On Thursday, May 17, the Crane group delivered a proposal to amend its merger agreement to increase the consideration to holders of EGL common stock to $46.25 per share in cash. The Crane group also proposed to increase the termination fee that is payable by EGL under certain circumstances from $30 million to $40 million. This proposal was received as the Board of Directors was deliberating on the recommendation of the Special Committee to accept the proposal from CEVA Group Plc, a UK public company that is owned by affiliates of Apollo Management, L.P. (the "CEVA group"), to purchase the company for $46.00 per share in cash.
Following the receipt of the revised proposal from the Crane group, the Special Committee determined that the CEVA group proposal is no longer a superior proposal as defined in the merger agreement. The Special Committee has informed representatives of the CEVA group of this decision.
The Crane group proposal does not include a specific date by which the Special Committee and the Board of Directors must respond; however, the Special Committee intends to consider and make its recommendation to the Board of Directors promptly, and, if appropriate, enter into a revised agreement with the Crane group. At the same time, the Special Committee would consider any revised proposal that the CEVA group may choose to make.
The current agreement with the Crane group may be terminated under certain circumstances, including if the Board or Special Committee has determined in good faith that it has received a superior proposal and otherwise complies with certain terms of the agreement, including the payment by EGL of a $30 million termination fee.
The Special Committee and the Board of Directors caution that there can be no assurance that a revised proposal from either the Crane group or the CEVA group will lead to a definitive agreement, or that either transaction will be approved or consummated.
Important Additional Information Regarding the Merger with the Crane Group will be Filed with the SEC:
In connection with the proposed merger with the Crane group (the "Crane Merger"), the Company will file a proxy statement with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE CRANE MERGER AND THE PARTIES TO THE CRANE MERGER. Investors and security holders may obtain a free copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov/. The Company's security holders and other interested parties will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by directing a request by mail or telephone to Investor Relations, EGL, Inc., 15350 Vickery Drive, Houston, Texas 77032, telephone (281) 618-3100, or from the Company's website, http://www.eaglegl.com/.
The Company and its directors, executive officers and other members of its management and employees (including, without limitation, Mr. Crane) may be deemed to be participants in the solicitation of proxies from the Company's shareholders with respect to the Crane Merger. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the Company's Form 10-K/A filed on April 30, 2007. Shareholders and investors may obtain additional information regarding the interests of the Company and its directors and executive officers in the Crane Merger, which may be different than those of the Company's shareholders generally, by reading the proxy statement and other relevant documents regarding the Crane Merger, which will be filed with the SEC.
CAUTIONARY STATEMENTS
The statements included in this news release regarding any transaction with the CEVA group or the Crane group, including the timing thereof, the likelihood that either such transaction could be consummated, any future actions by the CEVA group or the Crane group and other statements that are not historical facts, are forward-looking statements. These statements involve risks and uncertainties including, but not limited to, market conditions, availability and terms of acquisition financing, approval of the CEVA group's or the Crane group's respective proposals by the special committee and board, ability of the CEVA group and the Company to agree to definitive documents, ability of the Crane group and the Company to agree to a definitive amendment to the Crane group merger agreement, the Company's ability to satisfy certain terms of the Crane group merger agreement (including certain determinations by the special committee and the board), satisfaction of closing conditions, actions by the CEVA group and Crane group and other factors detailed in risk factors and elsewhere in the Company's most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize (or the consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. The Company disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
