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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 22, 2023
DASEKE, INC.
(Exact name of
registrant as specified in its charter)
Delaware |
|
001-37509 |
|
47-3913221 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
15455 Dallas Parkway, Suite 550
Addison, Texas |
|
75001 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (972) 248-0412
(Former name or
former address, if changed since last report)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
DSKE |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨
Item 7.01. Regulation FD Disclosure.
The following information
is being furnished pursuant to Item 7.01 of Form 8-K. This information shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general
incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
On December 22, 2023,
Daseke, Inc. (“Daseke”) issued a news release relating to the matter described below in Item 8.01, a copy of which is
furnished herewith as Exhibit 99.1, and on December 22, 2023, TFI International Inc., a corporation incorporated pursuant to
the Canada Business Corporations Act (“Parent”), also issued a press release relating to such matter, a copy of which is furnished
herewith as Exhibit 99.2.
Item 8.01. Other Events.
On December 22, 2023,
Daseke entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Diocletian MergerCo, Inc.,
a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Acquisition Sub”). Pursuant to the Merger Agreement,
upon the terms and subject to the conditions thereof, Acquisition Sub will be merged with and into Daseke (the “Merger”),
with Daseke surviving the Merger as a wholly owned subsidiary of Parent.
As a result of the Merger,
except as otherwise provided in the Merger Agreement, among other things, each share of common stock, par value $0.0001 per share, of
Daseke (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (the “Effective
Time”) shall be converted into the right to receive $8.30 per share in cash, without interest. If the Merger is consummated, the
Common Stock will be delisted from the NASDAQ Stock Market and deregistered under the Exchange Act as soon as practicable following the
Effective Time.
The information required to
be reported on Form 8-K with respect to the Merger Agreement as well as a copy of the Merger Agreement will be filed in a separate
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking Statements
This Current Report on Form 8-K
includes “forward-looking statements” within the meaning of the federal securities laws and the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, those statements relating to the proposed
Merger and the other transactions contemplated by the Merger Agreement. Forward-looking statements may be identified by the use of words
such as “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,”
“project,” “believe,” “plan,” “should,” “could,” “would,” “forecast,”
“seek,” “target,” “predict,” and “potential,” the negative of these terms, or other comparable
terminology.
These forward-looking statements
are based on information available as of the date of this release and current expectations, forecasts, and assumptions. While management
believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments will
be those that Daseke anticipates. Accordingly, forward-looking statements should not be relied upon as representing Daseke’s views
as of any subsequent date, and Daseke does not undertake any obligation to update forward-looking statements to reflect events or circumstances
after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws. Readers are cautioned not to place undue reliance on the forward-looking statements.
Forward-looking statements
are subject to risks and uncertainties (many of which are beyond our control) that could cause actual results or outcomes to differ materially
from those indicated by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that
the Merger may not be completed on the anticipated terms in a timely manner or at all, which may adversely affect Daseke’s business
and the price of the Common Stock; the failure to satisfy any of the conditions to the consummation of the Merger, including obtaining
required stockholder and regulatory approvals; potential litigation relating to the Merger that could be instituted against Daseke, Parent
or their respective directors or officers, including the effects of any outcomes related thereto; the occurrence of any event, change
or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances requiring Daseke to
pay a termination fee; the effect of the announcement or pendency of the Merger on Daseke’s business relationships, operating results
and business generally; the risk that the Merger disrupts Daseke’s current plans and operations; Daseke’s ability to retain
and hire key personnel and maintain relationships with key business partners and customers, and others with whom it does business, in
light of the Merger; potential adverse reactions or changes to business relationships resulting from the announcement or completion of
the Merger; risks related to diverting management’s attention from Daseke’s ongoing business operations; certain restrictions
during the pendency of the Merger that may impact Daseke’s ability to pursue certain business opportunities or strategic transactions;
the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
those risks and uncertainties set forth in Part I, Item 1A of Daseke’s most recent Annual Report on Form 10-K, as
such risk factors may be amended, supplemented or superseded from time to time by other reports filed by Daseke with the Securities and
Exchange Commission (the “SEC”); and those risks that will be described in the definitive proxy statement that will be filed
with the SEC and available from the sources indicated below. While the list of factors presented here is considered representative, no
such list should be considered a complete statement of all potential risks and uncertainties. Additional risks or uncertainties that are
not currently known to us, that we currently deem to be immaterial, or that could apply to any company could also materially adversely
affect our business, financial condition, or future results. Should one or more of these risks or uncertainties materialize, or should
any of the assumptions made by management prove incorrect, actual results may vary in material respects from those projected in the forward-looking
statements contained herein. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material adverse effect on the completion of the Merger and/or Daseke’s consolidated
financial condition, results of operations or liquidity.
Important Additional Information and Where to Find It
This Current Report on Form 8-K
is being made in connection with the Merger. In connection with the Merger, Daseke plans to file a proxy statement and certain other documents
regarding the Merger with the SEC. The definitive proxy statement (if and when available) will be mailed to the common stockholders of
Daseke. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE MERGER THAT WILL BE FILED WITH
THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders
may obtain a free copy of these materials (when they are available) and other documents filed by Daseke with the SEC at the SEC’s
website at www.sec.gov, at Daseke’s website at www.investor.daseke.com or by sending a written request to Daseke’s Investor
Relations department at investors@daseke.com.
Participants in the Solicitation
Daseke and certain of its
directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from Daseke’s
common stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered
to be participants in such solicitation will be set forth in the definitive proxy statement to be filed with the SEC in connection with
the Merger (if and when they become available). Information regarding Daseke’s directors and certain executive officers, including
a description of their direct interests, by security holdings or otherwise, is also contained in Daseke’s proxy statement for its
2023 annual meeting of stockholders, which was filed with the SEC on April 27, 2023. To the extent holdings of securities by potential
participants (or the identity of such participants) have changed since the date on which the 2023 annual meeting proxy statement was filed,
such information has been or will be reflected on Form 3s and 4s filed with the SEC. You may obtain free copies of these documents
using the sources indicated above.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
DASEKE, INC. |
|
|
|
Date: December 22, 2023 |
By: |
/s/ Soumit Roy |
|
Name: |
Soumit Roy |
|
Title: |
Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary |
Exhibit 99.1
Daseke to be Acquired
by TFI International
Daseke common stockholders to receive $8.30
per share in cash
Deal price represents a 69% premium to the
last reported sale price and
an 82% premium to the 30-trading day VWAP
Addison, Texas – December 22, 2023
– Daseke, Inc. (NASDAQ: DSKE) (Daseke or the Company), the premier North American
transportation solutions specialist dedicated to servicing challenging industrial end markets, today announced that, with the
unanimous approval of Daseke’s board of directors, it has entered into a definitive agreement to be acquired by TFI International
Inc. (NYSE and TSX: TFII) (TFI International), a North American leader in the transportation and logistics industry, in an all-cash transaction
that values Daseke at an enterprise value of approximately $1.1 billion.
Subject to the terms of the agreement, Daseke
common stockholders will receive $8.30 per share in cash, representing a premium of 69% to the last reported sale price on December 21,
2023 and a premium of 82% to the volume-weighted average price (VWAP) of the common stock for the 30 trading days ending on December 21,
2023.
Jonathan Shepko, Chief Executive Officer of Daseke
commented, “We believe this transaction to be a tremendous outcome for our Daseke shareholders, providing a near-term liquidity
event at a significant premium, and is consistent with our stated priority of progressing opportunities that maximize value for our shareholders.
TFI has a proven track record of successfully executing acquisitions that deliver value for its customers, shareholders, partners, and
team members. We are very fortunate to be joining a like-minded organization who shares our commitment to strong customer relationships,
services excellence, and utmost respect for our professional drivers, each of which has fueled Daseke’s success over the last 15
years.”
The transaction is expected to close during the
second quarter of 2024, subject to Daseke common stockholder approval, regulatory approvals and other customary closing conditions. Closing
is not subject to any financing condition. Upon closing of the transaction, Daseke’s common stock will no longer be listed on any
stock exchange, and Daseke will operate its portfolio of brands as part of TFI International’s Truckload segment.
J.P. Morgan Securities LLC is serving as exclusive
financial advisor to Daseke, and Kirkland & Ellis LLP is serving as Daseke’s legal advisor.
About Daseke, Inc.
Daseke, Inc.
is the premier North American transportation solutions specialist dedicated to servicing challenging industrial end-markets. Daseke offers
comprehensive, best-in-class services to a diversified portfolio of many of North America’s most respected industrial shippers.
For more information, please visit www.daseke.com.
Forward-Looking
Statements
This news
release includes “forward-looking statements” within the meaning of the federal securities laws and the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, those statements relating to the proposed
transaction between Daseke and TFI International (the Merger), the expected date of closing the Merger and the potential benefits and
effects relating to the Merger. Forward-looking statements may be identified by the use of words such as “may,” “will,”
“expect,” “anticipate,” “continue,” “estimate,” “project,” “believe,”
“plan,” “should,” “could,” “would,” “forecast,” “seek,” “target,”
“predict,” and “potential,” the negative of these terms, or other comparable terminology.
These forward-looking
statements are based on information available as of the date of this release and current expectations, forecasts, and assumptions. While
management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments
will be those that the Company anticipates. Accordingly, forward-looking statements should not be relied upon as representing the Company’s
views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be
required under applicable securities laws. Readers are cautioned not to place undue reliance on the forward-looking statements.
Forward-looking
statements are subject to risks and uncertainties (many of which are beyond our control) that could cause actual results or outcomes
to differ materially from those indicated by such forward-looking statements. These risks and uncertainties include, but are not limited
to, the risk that the Merger may not be completed on the anticipated terms in a timely manner or at all, which may adversely affect Daseke’s
business and the price of Daseke’s common stock; the failure to satisfy any of the conditions to the consummation of the Merger,
including obtaining required stockholder and regulatory approvals; potential litigation relating to the Merger that could be instituted
against Daseke, TFI International or their respective directors or officers, including the effects of any outcomes related thereto; the
occurrence of any event, change or other circumstance that could give rise to the termination of the agreement relating to the Merger,
including in circumstances requiring Daseke to pay a termination fee; the effect of the announcement or pendency of the Merger on Daseke’s
business relationships, operating results and business generally; the risk that the Merger disrupts Daseke’s current plans and
operations; Daseke’s ability to retain and hire key personnel and maintain relationships with key business partners and customers,
and others with whom it does business, in light of the Merger; potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the Merger; risks related to diverting management’s attention from Daseke’s ongoing
business operations; certain restrictions during the pendency of the Merger that may impact Daseke’s ability to pursue certain
business opportunities or strategic transactions; the possibility that the Merger may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; those risks and uncertainties set forth in Part I, Item 1A of Daseke’s
most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other
reports filed by Daseke with the Securities and Exchange Commission (the SEC); and those risks that will be described in the definitive
proxy statement that will be filed with the SEC and available from the sources indicated below. While the list of factors presented here
is considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Additional
risks or uncertainties that are not currently known to us, that we currently deem to be immaterial, or that could apply to any company
could also materially adversely affect our business, financial condition, or future results. Should one or more of these risks or uncertainties
materialize, or should any of the assumptions made by management prove incorrect, actual results may vary in material respects from those
projected in the forward-looking statements contained herein. Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the completion of the
Merger and/or Daseke’s consolidated financial condition, results of operations or liquidity.
Important
Additional Information and Where to Find It
This communication
is being made in connection with the Merger. In connection with the Merger, Daseke plans to file a proxy statement and certain other
documents regarding the Merger with the SEC. The definitive proxy statement (if and when available) will be mailed to the common stockholders
of Daseke. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE MERGER THAT WILL BE FILED
WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
Stockholders may obtain a free copy of these materials (when they are available) and other documents filed by Daseke with the SEC at
the SEC’s website at www.sec.gov, at Daseke’s website at investor.daseke.com/Home or by sending a written request to Daseke’s
Investor Relations department at investors@daseke.com.
Participants
in the Solicitation
Daseke
and certain of its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies
from Daseke’s common stockholders in connection with the Merger. Information regarding the persons who may, under the rules of
the SEC, be considered to be participants in such solicitation will be set forth in the definitive proxy statement to be filed with the
SEC in connection with the Merger (if and when they become available). Information regarding Daseke’s directors and certain executive
officers, including a description of their direct interests, by security holdings or otherwise, is also contained in Daseke’s proxy
statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 27, 2023. To the extent holdings of
securities by potential participants (or the identity of such participants) have changed since the date on which the 2023 annual meeting
proxy statement was filed, such information has been or will be reflected on Form 3s and 4s filed with the SEC. You may obtain free
copies of these documents using the sources indicated above.
Investor Relations
Adrianne D. Griffin
Vice President, Investor Relations and Treasurer
(469) 626-6980
investors@daseke.com
Exhibit 99.2
For Immediate Release
TFI International
Agrees to Acquire Daseke
for $8.30 in
Cash per Common Share
Montreal, Quebec,
December 22, 2023 – TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics
industry, today announced it has agreed to acquire Daseke, Inc. (“Daseke”, NASDAQ: DSKE), one of the leading flatbed and
specialized transportation and logistics companies in North America, for $8.30 in cash per common share. The transaction is subject to
customary closing conditions, including regulatory approvals, and is expected to close during the second quarter of 2024. Management
expects the transaction to be EPS-neutral to TFI International in 2024, and accretive by at least $0.50 per share in 2025 based on current
market conditions.
Daseke’s
operations include approximately 4,900 tractors, 11,000 flatbed and specialized trailers, and one million square feet of industrial
warehousing space, offering comprehensive transportation and logistics solutions for major shippers. After the merger, Daseke will
continue to operate its portfolio of brands as part of TFI’s Truckload segment. On a pro forma basis, the Truckload segment is
expected to generate approximately US $3.6 billion in annual total revenue, operate one of the largest comprehensive truckload
businesses in Canada, and be one of the largest participants in the less-commoditized specialized equipment truckload marketplace
in the United States. Over the medium term, TFI expects to evaluate the potential benefits of separating into two distinct public
companies – one comprising the Truckload segment, and one comprising the LTL, P&C, and Logistics segments.
“This attractive
acquisition is highly complementary to our existing operations and scales our Truckload segment into a leading
North American truckload transportation and logistics business. Daseke’s deep expertise in servicing a broad portfolio of specialized
and industrial end markets such as high-security cargo, agriculture, manufacturing, and construction, is critical given the relative
strength of specialized market dynamics today. We extend a warm welcome to the Daseke team,” stated Alain Bédard, Chairman,
President and Chief Executive Officer of TFI International. “This acquisition also advances our strategic consideration of creating
a unique opportunity for shareholders to separately invest in a specialized truckload business and in an LTL, P&C and Logistics business.
Our immediate focus will be on improving Daseke’s financial results, with the strategic consideration to follow and be ongoing.”
ABOUT THE TRANSACTION
The merger agreement
has been unanimously approved by the Boards of Directors of TFI International and Daseke. The transaction is subject to approval of holders
of a majority of the outstanding shares of Daseke common stock and other customary closing conditions, including regulatory approval.
The closing is not conditioned on financing.
The total enterprise
value of the transaction is approximately $1.1 billion, including the merger consideration for the common stock, retirement of Daseke’s
outstanding preferred stock, payoff or assumption of outstanding debt, net of cash, and estimated transaction fees and expenses. TFI
International expects to fund the transaction using cash balances and available financing sources and expects to seek to retain in place
certain of Daseke’s existing equipment financing arrangements.
ADVISOR
Scudder Law Firm,
P.C., L.L.O., Lincoln, Nebraska, served as TFI International’s legal advisor in connection with the transaction.
ABOUT TFI INTERNATIONAL
TFI International
Inc. is a North American leader in the transportation and logistics industry, operating across the United States and Canada through its
subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of
wholly owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources
to build their businesses and increase their efficiency. TFI International companies service the following segments:
TFI
International Inc. is publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol TFII. For more information,
visit www.tfiintl.com.
For further information:
Alain Bédard
Chairman, President
and CEO
TFI International
Inc.
647-729-4079
abedard@tfiintl.com
Additional Information
about the Transaction and Where to Find It
This communication
is being made in respect of the proposed acquisition by TFI International of Daseke. A meeting of the stockholders of Daseke will be
held to seek stockholder approval in connection with the proposed acquisition. Daseke will file with the Securities and Exchange Commission
(“SEC”) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy
statement will be sent or given to the stockholders of Daseke and will contain important information about the proposed transaction and
related matters. INVESTORS AND STOCKHOLDERS OF DASEKE SHOULD READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DASEKE, TFI INTERNATIONAL, AND
THE TRANSACTION. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Daseke with
the SEC at the SEC’s website at www.sec.gov, at Daseke’s website at www.investor.daseke.com or by sending a written request
to the Daseke’s Investor Relations department at investors@daseke.com.
Participants
in the Solicitation
Daseke and certain
of its directors, executive officers and other employees may be deemed to be participants in soliciting proxies from its stockholders
in connection with the transaction. Information regarding the persons who may, under the rules of the SEC, be considered to be participants
in the solicitation of Daseke’s stockholders in connection with the transaction will be set forth in Daseke’s definitive
proxy statement for its stockholder meeting. Additional information regarding these individuals and any direct or indirect interests
they may have in the transaction will be set forth in the definitive proxy statement when it is filed with the SEC in connection with
the transaction.
Forward Looking
Statements
This communication
contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 that provides a safe harbor for forward-looking
statements, including statements relating to the completion of the transaction, all statements that do not relate solely to historical
or current facts, and expectations, intentions or strategies regarding the future. These forward-looking statements are generally denoted
by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “aim,”
“target,” “plan,” “continue,” “estimate,” “project,” “may,” “will,”
“should,” “could,” “would,” “predict,” “potential,” “ongoing,”
“goal,” “can,” “seek,” “designed,” “likely,” “foresee,” “forecast,”
“project,” “hope,” “strategy,” “objective,” “mission,” “continue,”
“outlook,” “potential,” “feel,” and similar expressions. However, the absence of these words or similar
expressions does not mean that a statement is not forward-looking. Statements in this announcement that are forward looking may include,
but are not limited to, statements regarding the benefits of the proposed transaction with Daseke and the associated integration plans,
expected synergies and revenue opportunities, expected branding, anticipated future operating performance and results of TFI International,
including statements regarding anticipated earnings, margins, and cash flows, anticipated future liquidity, anticipated availability
of future resources, financial or otherwise, anticipated growth opportunities, anticipated fleet size, the availability of the transaction
consideration, the expected management of Daseke following the transaction, the expected timing of the closing of the proposed transaction
and other transactions contemplated by the proposed transaction, and the strategic consideration of separating the Truckload segment
of TFI International into a separate publicly traded entity. By their nature, all forward-looking statements are not guarantees of future
performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Such risks and uncertainties
include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the right of TFI International
or Daseke or both of them to terminate the proposed transaction, including circumstances requiring Daseke to pay TFI International a
termination fee pursuant to the transaction agreement; the failure to obtain applicable regulatory or Daseke stockholder approval in
a timely manner or otherwise; the risk that the transaction may not close in the anticipated timeframe or at all due to one or more of
the other closing conditions to the transaction not being satisfied or waived; the risk that there may be unexpected costs, charges or
expenses resulting from the proposed transaction; risks related to the ability of TFI International to successfully integrate the businesses
and achieve the expected synergies and operating efficiencies within the expected timeframes or at all and the possibility that such
integration may be more difficult, time consuming or costly than expected; risks that the proposed transaction disrupts TFI International’s
or Daseke’s current plans and operations; the risk that certain restrictions during the pendency of the proposed transaction may
impact TFI International’s or Daseke’s ability to pursue certain business opportunities or strategic transactions; risks
related to disruption of each company’s management’s time and attention from ongoing business operations due to the proposed
transaction; risks associated with continued and sufficient availability of capital and financing; the risk that any announcements relating
to the proposed transaction could have adverse effects on the market price of TFI International’s and/or Daseke’s common
stock or operating results; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of
TFI International and Daseke to retain and hire key personnel, to retain customers and to maintain relationships with each of their respective
business partners, suppliers and customers and on their respective operating results and businesses generally; the risk of litigation
that could be instituted against the parties to the agreement or their respective directors, affiliated persons or officers and/or regulatory
actions related to the proposed transaction, including the effects of any outcomes related thereto; risks related to the considerations
of, and if approved execution of, the separation of TFI International’s Truckload segment into a separate publicly traded company;
risks related to changes in accounting standards or tax rates, laws or regulations; risks related to unpredictable and severe or catastrophic
events, including but not limited to acts of terrorism, war or hostilities (including effects of the conflict in Ukraine), cyber-attacks,
or the impact of the COVID-19 pandemic or any other pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide
on TFI International’s or Daseke’s business, financial condition and results of operations, as well as the response thereto
by each company; and other business effects, including the effects of industry, market, economic (including the effect of inflation),
political or regulatory conditions. Also, TFI International’s and Daseke’s actual results may differ materially from those
contemplated by the forward-looking statements for a number of additional reasons as described in TFI International’s and Daseke’s
respective SEC filings, including those set forth in the Risk Factors section and under any “Forward-Looking Statements”
or similar heading in TFI International’s or Daseke’s respective reports filed with the SEC.
You are cautioned
not to place undue reliance on TFI International’s or Daseke’s forward-looking statements. TFI International’s or Daseke’s
respective forward-looking statements are and will be based upon each company’s management’s then-current views and assumptions
regarding TFI International’s proposed transaction with Daseke, future events and operating performance, and are applicable only
as of the dates of such statements. Neither TFI International nor Daseke assumes any duty to update or revise forward-looking statements,
whether as a result of new information, future events, uncertainties or otherwise.
If the proposed
transaction is consummated, Daseke’s stockholders will cease to have any equity interest in Daseke and will have no right to participate
in its earnings and future growth.
v3.23.4
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Dec. 22, 2023 |
Cover [Abstract] |
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Dec. 22, 2023
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Entity File Number |
001-37509
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Entity Registrant Name |
DASEKE, INC.
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Entity Central Index Key |
0001642453
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Entity Tax Identification Number |
47-3913221
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Entity Incorporation, State or Country Code |
DE
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15455 Dallas Parkway
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Suite 550
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Addison
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TX
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75001
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972
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248-0412
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DSKE
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NASDAQ
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