Daseke, Inc. (NASDAQ: DSKE) (“Daseke” or the “Company”), the
largest flatbed, specialized transportation and logistics solutions
company in North America, announced today that it reached separate
agreements with Lyons Capital, LLC and its affiliates (together
“Lyons Capital”), who hold approximately 5% of the Company’s common
stock, and with Don Daseke and his affiliates (together, “Mr.
Daseke”), who hold approximately 28% of the Company’s common stock,
regarding the membership and composition of the Board of Directors
of the Company (the “Board”).
Under the terms of the agreement with Lyons Capital, the Company
appointed Grant Garbers to its Board, effective January 1, 2021,
and will nominate Mr. Garbers for election to the Board at the
Company’s 2021 Annual Meeting of Shareholders (the “2021 Annual
Meeting”). Kevin Charlton stepped down from the Board effective
January 1, 2021.
Under the terms of the agreement with Mr. Daseke, the Company
has agreed to re-nominate Mr. Daseke for election to the Board at
the 2021 Annual Meeting and Mr. Daseke has agreed to support the
Company’s Omnibus share plan and the Board at that annual meeting.
The Company has also agreed to implement a stock buy-back program
and to purchase at least three million shares of Daseke common
stock on the timeline set forth in the agreement.
Brian Bonner, Chairman of the Board, commented, “We are pleased
to have reached these agreements with Lyons Capital and with Mr.
Daseke. We look forward to continuing our constructive relationship
with these two large shareholders and appreciate their support for
continuing our improvement initiatives and the execution of our
current strategy.”
Mr. Bonner continued, “On behalf of the Board, I would also like
to welcome Grant Garbers to Daseke. Grant has significant
transportation knowledge and experience, having served as a special
advisor and board member of the Roadmaster Group, which was
acquired by Daseke in late 2017. Grant’s industry expertise and his
extensive capital markets experience will be valuable to the Board
as we continue to execute on our strategy and deliver returns for
our shareholders.”
“I am very excited to join the Daseke Board,” said Grant
Garbers. “Daseke’s business momentum is clear, its operating
businesses are performing well, and I believe Daseke will further
extend its leadership position in the coming years. I look forward
to contributing to Daseke’s growth, as the company works to achieve
its vision.”
Mr. Bonner said, “The Board and I believe Daseke is extremely
well positioned to grow and succeed in 2021 and beyond. We are
thankful for Kevin’s contributions to Daseke’s recent performance
and strategy development.”
The cooperation agreements with Lyons Capital and Mr. Daseke
contain, among other provisions, standstill and voting covenants
and will be included as exhibits to the Company’s Current Report on
Form 8-K to be filed with the Securities and Exchange Commission
(the “SEC”). Further details regarding the 2021 Annual Meeting will
be included in the Company’s definitive proxy materials, which will
be filed with the SEC and provided to all Daseke shareholders at a
later date.
Other Developments
Separately, the Company announced the retirement of its Chief
Executive Officer, Christopher Easter, today and indicated that the
Company anticipates its financial and operational performance
during Q4 2020 to be in-line with analyst consensus estimates. More
information concerning these developments are available in a
separate press release issued this morning and will be included in
the Company’s Current Report on Form 8-K to be filed with the
SEC.
About Grant Garbers
Grant Garbers has been a Managing Director of Harrison Co., a
middle market investment banking firm, since June of 2020. Prior to
that, Mr. Garbers spent the past 13 years with Capstone Headwaters
and its predecessor company Headwaters MB as a Managing Director in
its Industrial Technology Practice with the same responsibilities.
Mr. Garbers has served both private and public companies across a
diverse group of industries such as transportation, medical,
consumer products and industrial technology. Mr. Garbers started
his career in risk management at Fred S. James before entering the
financial services sector. Mr. Garbers served as an independent
director of Roadmaster Group, Inc. from 2010 to December of 2017
when it was acquired by Daseke, Inc. Mr. Garbers holds a B.B.A.
degree from The University of Georgia and successfully completed
the Mergers and Acquisitions Executive Education Program at the
Wharton School of Business.
About Daseke, Inc.
Daseke, Inc. is the largest flatbed and specialized
transportation and logistics company in North America. Daseke
offers comprehensive, best-in-class services to many of the world’s
most respected industrial shippers through experienced people, a
fleet of more than 5,000 tractors and 11,500 flatbed and
specialized trailers. For more information, please visit
www.daseke.com.
Forward‐Looking Statements
This news release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. 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.
Information regarding the Company’s expected financial and
operational performance during Q4 2020 are forward-looking
statements. Forward-looking statements may also include statements
about the Company’s goals, including its restructuring actions and
cost reduction initiatives; the Company’s financial strategy,
liquidity and capital required for its business strategy and plans;
the Company’s competition and government regulations; general
economic conditions; and the Company’s future operating
results.
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 affecting us 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. Accordingly,
readers are cautioned not to place undue reliance on the
forward-looking statements.
The effect of the COVID-19 pandemic may remain prevalent for a
significant period of time and may continue to adversely affect the
Company’s business, results of operations and financial condition
even after the COVID-19 pandemic has subsided and “stay at home”
mandates have been lifted. The extent to which the COVID-19
pandemic impacts the Company will depend on numerous evolving
factors and future developments that it cannot predict. There are
no comparable recent events that provide guidance as to the effect
the COVID-19 global pandemic may have, and, as a result, the
ultimate impact of the pandemic is highly uncertain and subject to
change. Additionally, the Company will regularly evaluate its
capital structure and liquidity position. From time to time and as
opportunities arise, the Company may access the debt capital
markets and modify its debt arrangements to optimize its capital
structure and liquidity position.
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 factors
include, but are not limited to, general economic and business
risks, such as downturns in customers’ business cycles and
disruptions in capital and credit markets, the impact to the
Company’s business and operations resulting from the COVID-19
pandemic, the Company’s ability to execute and realize all of the
expected benefits of its integration, business improvement and
comprehensive restructuring plans, the Company’s ability to
complete planned or future divestitures successfully, the Company’s
ability to adequately address downward pricing and other
competitive pressures, driver shortages and increases in driver
compensation or owner-operator contracted rates, loss of senior
management or key operating personnel, our ability to realize
intended benefits from its recent or future acquisitions,
seasonality and the impact of weather and other catastrophic
events, fluctuations in the price or availability of diesel fuel,
increased prices for, or decreases in the availability of, new
revenue equipment and decreases in the value of used revenue
equipment, the Company’s ability to generate sufficient cash to
service all of the Company’s indebtedness, restrictions in its
existing and future debt agreements, increases in interest rates,
changes in existing laws or regulations, including environmental
and worker health safety laws and regulations and those relating to
tax rates or taxes in general, the impact of governmental
regulations and other governmental actions related to the Company
and its operations, litigation and governmental proceedings, and
insurance and claims expenses. You should not place undue reliance
on these forward-looking statements. For additional information
regarding known material factors that could cause our actual
results to differ from those expressed in forward-looking
statements, please see Daseke’s filings with the SEC, available at
www.sec.gov, including Daseke’s most recent Annual Report on Form
10-K, and subsequent Quarterly Reports on Form 10-Q, particularly
the section titled “Risk Factors.”
Investor Relations:
Alpha IR GroupJoseph Caminiti or Chris
Hodges312-445-2870DSKE@alpha-ir.com
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