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Forward Air to Close Acquisition of Omni Logistics

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Rhea-AI Summary
Omni Logistics, LLC and Forward Air (NASDAQ: FWRD) have agreed to amend the terms of their merger agreement, resolving all outstanding litigation between the parties. The amended agreement will see Omni shareholders receive $20 million in cash and 35% of Forward's pro forma common equity, compared to the original $150 million and 37.7% respectively. The combined company aims to become a global leader in expedited LTL services, creating significant value for shareholders, customers, and employees.
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Insights

The amendment of the merger agreement between Omni Logistics and Forward Air and the resolution of their litigation is a significant development that could have substantial implications for the expedited Less Than Truckload (LTL) industry. The reduction in cash consideration from $150 million to $20 million, coupled with a slight decrease in equity stake from 37.7% to 35%, suggests a strategic reassessment of the deal's valuation, possibly influenced by market conditions, operational synergies, or other financial metrics.

From a market perspective, the creation of a combined entity poised to lead in the LTL sector may drive competitive dynamics, potentially leading to increased market share and enhanced bargaining power with suppliers and customers. Investors should be aware of the potential for operational efficiencies and cost savings that typically arise from such mergers, which could lead to improved profit margins and earnings over time. However, the integration process poses risks, including potential cultural clashes and the challenge of merging systems and processes, which could affect the short-term performance of the combined company.

The financial terms of the revised merger indicate a notable shift that may raise questions among Forward Air's shareholders regarding the underlying reasons for the substantial decrease in cash payout. The equity distribution suggests a long-term strategic partnership, with Omni shareholders maintaining a significant stake in the combined company. This structure implies confidence in the merged entity's future performance and growth prospects.

Investors should consider the impact of this merger on Forward Air's balance sheet and liquidity, as a reduced cash outlay could preserve capital for other strategic initiatives or debt reduction. Additionally, the resolution of litigation removes a layer of uncertainty that may have been weighing on the stock's performance. The market's reaction to this news will likely reflect the balance between the immediate dilution of equity for existing shareholders and the anticipated future growth and cost synergies.

The resolution of litigation between Omni and Forward Air eliminates a significant legal risk and provides a clearer path forward for the merger. Litigation can often be a costly and time-consuming process, diverting management's attention and resources away from core business operations. The settlement of these legal matters is likely to be viewed positively by the market, as it reduces potential liabilities and legal expenses.

Furthermore, the amendment of merger terms may reflect a compromise reached through the litigation process, balancing the interests of both parties. Stakeholders should be aware of the precedents set by such negotiations, as they could influence future mergers and acquisitions within the industry, particularly around deal renegotiations following disputes.

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.

Media Contact

Jeremy Fielding / Nathan Riggs / Mark Fallati
Kekst CNC
KekstOmni@kekstcnc.com

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1 Approximately 14.1 million shares on an as-diluted, as-converted basis.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/forward-air-to-close-acquisition-of-omni-logistics-302040869.html

SOURCE Omni Logistics, LLC

FAQ

What is the ticker symbol for Forward Air?

The ticker symbol for Forward Air is FWRD.

What are the amended terms of the merger agreement between Omni and Forward Air?

Under the amended terms, Omni shareholders will receive $20 million in cash and 35% of Forward's pro forma common equity.

What was the original amount agreed upon for Omni shareholders in the merger agreement?

The original amount agreed upon for Omni shareholders was $150 million.

What percentage of Forward's pro forma common equity will Omni shareholders receive under the amended agreement?

Omni shareholders will receive 35% of Forward's pro forma common equity under the amended agreement.

What is the aim of the combined company after the transaction close?

The combined company aims to become a global leader in expedited LTL services and generate significant value for shareholders, customers, and employees.

Who will be the incoming President of Forward Air?

JJ Schickel, CEO of Omni, will be the incoming President of Forward Air.

Forward Air Corp

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Integrated Freight & Logistics
Arrangement of Transportation of Freight & Cargo
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