Companies to Amend Terms of Merger Agreement and Resolve All Outstanding Litigation
Combined Company Will Create Category Leader in Expedited LTL
DALLAS, Jan. 22, 2024 /PRNewswire/ -- Omni Logistics, LLC ("Omni") today announced an agreement with Forward Air (NASDAQ: FWRD) ("Forward") to amend the terms of the existing merger agreement relating to their previously announced transaction. This agreement resolves the litigation between the parties, and the two companies are targeting a transaction close by the end of the week.
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.
Upon closing of the transaction, the combined company will be well-positioned to become the premier global, integrated provider of comprehensive LTL services and generate significant value for shareholders, customers, and employees.
JJ Schickel, CEO of Omni and incoming President of Forward Air, said, "Combining with Forward Air creates an unparalleled opportunity to reshape the industry and become the best possible strategic partner to our customers. We are excited to hit the ground running with the Forward Air team, with whom we have worked closely for decades, and look forward to capitalizing on the significant value creation opportunity ahead of us."
About Omni Logistics
Omni Logistics is a global multimodal provider of air, ocean, and ground services. Every supply chain solution is designed according to each customer's specific freight needs, challenges, and objectives, regardless of mode, time requirements, or cost. Leveraging the expertise and advanced training of an expansive global workforce in more than 100 locations, Omni Logistics focuses on removing supply chain inefficiencies and providing low cost-per-unit solutions to approximately 7,000 customers worldwide. In addition to operating a full portfolio of multimodal solutions both domestically and internationally, Omni Logistics manages a robust portfolio of supplemental services for enterprises dependent on the efficient movement of high value freight.
Forward-Looking Statements
This press release includes forward-looking statements that are based on information currently available to Omni, Omni's beliefs, as well as on a number of assumptions concerning future events. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.
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1 Approximately 14.1 million shares on an as-diluted, as-converted basis.
SOURCE Omni Logistics, LLC
