Forward Air Corporation Provides Omni Transaction Update
October 26 2023 - 7:30AM
Business Wire
Forward Air Corporation (NASDAQ: FWRD) (“Forward”) today
provided an update on the previously announced transaction with
Omni Newco LLC (“Omni”).
As previously disclosed, certain shareholders of Forward
obtained an ex parte temporary restraining order (“TRO”) enjoining
certain transactions contemplated by the Agreement and Plan of
Merger (the “Merger Agreement”) dated August 10, 2023, entered into
by Forward, Omni, and certain other parties, relating to Forward’s
operating subsidiaries being transferred to a subsidiary of
Forward.
On October 25, 2023, the Third District Chancery Court sitting
in Greeneville, Tennessee did not grant the plaintiffs’ request for
a temporary injunction relating to certain transactions
contemplated by the Merger Agreement and ordered that the TRO was
dissolved.
Notwithstanding the dissolution of the TRO, Forward believes
that Omni has not complied with certain of its obligations under
Sections 7.03 and 7.14 of the Merger Agreement. Consequently,
Forward believes the closing condition contained in Section 8.02(b)
of the Merger Agreement will not be satisfied at the anticipated
closing of the transactions under the Merger Agreement, and Forward
will not be obligated to close. As a result, Forward is considering
its rights and obligations under the Merger Agreement, including
potentially exercising its right to terminate the Merger
Agreement.
In connection with these updates, Forward is withdrawing its
previous 2024 target for adjusted EBITDA for the combined company
and any other related targets.
Note Regarding Forward-Looking Statements
This document includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, which are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. These statements may reflect
Forward’s expectations, beliefs, hopes, intentions or strategies
regarding, among other things, the transactions contemplated under
the Merger Agreement (collectively with the other transactions
contemplated by the other Transaction Agreements referred to in the
Merger Agreement, the “Transactions”) between Forward and Omni, the
expected timetable for completing the Transactions, the benefits
and synergies of the Transactions and future opportunities for the
combined company, as well as other statements that are other than
historical fact, including, without limitation, statements
concerning future financial performance, future debt and financing
levels, investment objectives, implications of litigation and
regulatory investigations and other management plans for future
operations and performance. Words such as “anticipate(s)”,
“expect(s)”, “intend(s)”, “plan(s)”, “target(s)”, “project(s)”,
“believe(s)”, “will”, “aim”, “would”, “seek(s)”, “estimate(s)” and
similar expressions are intended to identify such forward-looking
statements.
Forward-looking statements are based on management’s current
expectations, projections, estimates, assumptions and beliefs and
are subject to a number of known and unknown risks, uncertainties
and other factors that could lead to actual results materially
different from those described in the forward-looking statements.
Forward can give no assurance that its expectations will be
attained. Forward’s actual results, liquidity and financial
condition may differ from the anticipated results, liquidity and
financial condition indicated in these forward-looking statements.
We caution readers that any such statements are based on currently
available operational, financial and competitive information, and
they should not place undue reliance on these forward-looking
statements, which reflect management’s opinion only as of the date
on which they were made. These forward-looking statements are not a
guarantee of future performance and involve risks and
uncertainties, and there are certain important factors that could
cause Forward’s actual results to differ, possibly materially, from
expectations or estimates reflected in such forward-looking
statements, including, but without limitation: (i) whether or not
the Transactions are consummated and, if consummated, the
Transactions meet expectations regarding the timing and completion
thereof; (ii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination
of the Merger Agreement; (iii) the satisfaction or waiver of the
conditions to the completion of the Transactions, including the
receipt of all required regulatory approvals or clearances in a
timely manner and on terms acceptable to Forward; (iv) the outcome
of any additional legal proceedings that have or may be instituted
against the parties or any of their respective directors or
officers related to the Transactions, including the outcome of any
legal proceedings seeking specific performance to consummate the
Transactions; (v) the diversion of management time on issues
related to the Transactions or any legal proceedings related
thereto; (vi) the risk that the parties may be unable to achieve
the expected strategic, financial and other benefits of the
Transactions, including the realization of expected synergies and
the achievement of deleveraging targets, within the expected
time-frames or at all, particularly depending on the outcome of any
legal proceedings related to the Transactions; (vii) the risk that
the committed financing necessary for the consummation of the
Transactions is unavailable at the closing, and that any
replacement financing may not be available on similar terms, or at
all; (viii) the risk that the businesses will not be integrated
successfully or that integration may be more difficult,
time-consuming or costly than expected, particularly depending on
the outcome of any legal proceedings related to the Transactions;
(ix) the risk that operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the Transactions,
particularly depending on the outcome of any legal proceedings
related to the Transactions; (x) risks associated with the need to
obtain additional financing which may not be available or, if it is
available, may result in a reduction in the ownership of current
Forward shareholders, particularly depending on the outcome of any
legal proceedings related to the Transactions; and (xi) general
economic and market conditions.
These and other risks and uncertainties are more fully discussed
in the risk factors identified in “Item 1A. Risk Factors” in Part I
of Forward’s most recently filed Annual Report on Form 10-K, and as
may be identified in Forward’s Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Except to the extent required by law,
Forward expressly disclaims any obligation to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in Forward’s expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based.
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version on businesswire.com: https://www.businesswire.com/news/home/20231026402487/en/
Brunswick Group Elizabeth Volpe / Libby Lloyd, 212-333-3810
forwardaircorporation@brunswickgroup.com
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