Dynamex agrees to be acquired by Canadian transportation company TransForce for approximately US$248M; transaction expected to close in Q1
December 14, 2010
– Dynamex Inc. (NASDAQ:DDMX - News) (the “Company” or “Dynamex”) announced today that, as a result of the takeover proposal submitted to the Company on December 6, 2010 by TransForce Inc. (“TransForce”), the Company has terminated the merger agreement previously entered into with affiliates of Greenbriar Equity Group LLC and entered into a new merger agreement with TransForce, pursuant to which TransForce has agreed to acquire the Company for $25.00 per share in cash, which represents a 63.29% premium to the Company’s unaffected closing share price on October 1, 2010 and a 4.17% premium over the consideration provided by the merger agreement previously entered into with affiliates of Greenbriar Equity Group LLC, as amended.
The Company’s board of directors has unanimously approved the merger agreement with TransForce and has resolved to recommend that the Company’s stockholders adopt the merger agreement. The transaction is valued at approximately $248.0 million.
James Welch, CEO said, “TransForce’s growth strategy is to acquire well managed companies that are leaders in their market and effectively oversee their performance. The merger will allow for greater stability, focus, and flexibility for Dynamex to achieve its strategic goals and growth. Dynamex will benefit from TransForce’s experience, support and synergies by interacting with other companies of the group, increasing its geographic reach, and by allowing it to provide complementary services, and improve its market penetration.”
Completion of the transaction is subject to the approval by holders of a majority of the Company’s common shares. Completion of the transaction is also subject to the expiration or termination, as the case may be, of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Canada Transportation Act and the Competition Act (Canada) and other customary closing conditions. The merger agreement does not include a financing condition. Assuming the satisfaction of conditions, the transaction is expected to close in the first quarter of calendar 2011.
Stephens Inc. acted as financial advisor, and Weil, Gotshal & Manges LLP acted as legal advisor, to the Company.
Dynamex is the leading provider of same-day delivery and logistics services in the United States and Canada. Additional press releases and investor relations information is available at www.dynamex.com.
In connection with the proposed merger, the Company will file with the SEC and mail to its stockholders a proxy statement, which will contain information about the Company, the proposed merger, and related matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. In addition to receiving the proxy statement or a notice of internet availability of the proxy statement from the Company by mail, stockholders will also be able to obtain the proxy statement, as well as other filings containing information about the Company, without charge, from the SEC’s website (www.sec.gov) or, without charge, from the Company by mail or from the Company website (www.dynamex.com). The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Company stockholders with respect to the proposed merger. Information regarding any interests that the executive officers and directors of the Company may have in the transaction will be set forth in the proxy statement. More detailed information regarding the identity of the potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed merger.
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