Closing a legal fight over a disputed acquisition offer, the freight and logistics company Forward Air Corp. will buy out logistics service provider (LSP) Omni Logistics LLC after all, agreeing to pay less than its original offer.
Dallas-based Omni had gone to court in November after Forward Air tried to back out of its August offer to buy it for some $3.2 billion, counting both cash and stock payments. Tennessee-based Omni is a private company that is majority owned by the investment firms Ridgemont Equity Partners and EVE Partners LLC.
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% 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.
According to Forward Air’s chairman, president and CEO, Tom Schmitt, the combined companies will become the category leader in the expedited less than truckload (LTL) freight sector. “The revised agreement enables Forward to accelerate its long-term Grow Forward strategy and positions the combined company as the premier provider of choice in high-quality freight transportation. We believe this highly compelling acquisition will deliver significant long-term shareholder value and we look forward to swiftly closing the transaction so we can begin to capitalize on the many exciting opportunities ahead,” Schmitt said in a release.
JJ Schickel—the CEO of Omni and now the incoming president of Forward Air—had a similar conclusion, saying 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.
