Patrick E. Quinn and Max L. Fuller Announce Expected Schedule for Commencement, Receipt of Restated Financing Commitment, and In
11 Septembre 2007 - 1:15AM
PR Newswire (US)
CHATTANOOGA, Tenn., Sept. 10 /PRNewswire/ -- Patrick E. Quinn and
Max L. Fuller today provided an update regarding their previously
announced intention, through an entity controlled by them, to
proceed with a tender offer to acquire all of the outstanding
shares of Class A common stock of U.S. Xpress Enterprises, Inc.
(NASDAQ:XPRSA) (the "Company"). Messrs. Quinn and Fuller stated
that they expect to cause their wholly owned affiliate, New
Mountain Lake Acquisition Company, to commence the proposed tender
offer within one week. Messrs. Quinn and Fuller also announced that
SunTrust Bank and SunTrust Robinson Humphrey, Inc. have delivered a
restated commitment letter to fund the proposed tender offer and to
provide post-closing financing. The restated financing commitment
reflects certain changes in the leveraged finance market since the
original June 22, 2007, announcement date and is subject to
customary conditions. The restated financing commitment is expected
to be filed shortly on an amendment to the Schedule 13D filed by
Messrs. Quinn and Fuller on June 22, 2007. The tender offer will be
conditioned upon the receipt of funds as described in the
commitment letter. Messrs. Quinn and Fuller further announced that
the proposed tender offer price is expected to be increased from
$20.00 per share to $20.10 per share. The new offer price would
represent a premium of 44.8% over the $13.88 per share average
reported closing price of the Company's Class A common stock for
the 30 trading days ended on June 21, 2007, the last trading day
before the date of the original tender offer proposal, and a 41.3%
premium over the $14.23 per share reported closing price on June
21, 2007. Messrs. Quinn and Fuller founded the Company in 1985 and
serve as Co- Chairmen of the Board. Mr. Fuller is the Company's
Chief Executive Officer and Mr. Quinn is the Company's President.
As announced on June 22, 2007, the proposed tender offer will be
conditioned on, among other things, there having been validly
tendered and not withdrawn prior to the expiration date of the
tender offer at least that number of shares of the Company's Class
A common stock (i) that would, when aggregated with the shares of
all Class A and Class B common stock currently owned by Messrs.
Quinn and Fuller and certain of their affiliates, represent at
least 90% of all the Company's Class A and Class B common stock
then outstanding, and (ii) that represent at least a majority of
the total number of shares of the Company's Class A common stock
outstanding on such date that are not held by Messrs. Quinn and
Fuller, certain of their affiliates, or the directors and executive
officers of the Company. If the conditions to the proposed tender
offer are satisfied and the tender offer is completed, a "short
form" merger would be expected, in which all un-tendered shares of
Class A common stock would be cancelled in exchange for merger
consideration equal to the offer price. U.S. Xpress Enterprises,
Inc. is the fourth largest publicly owned truckload carrier in the
United States, measured by revenue. The Company provides dedicated,
regional, and expedited team truckload services throughout North
America, with regional capabilities in the West, Midwest, and
Southeastern United States. The Company is one of the largest
providers of expedited and time-definite services in the truckload
industry and is a leader in providing expedited intermodal rail
services. Xpress Global Systems, Inc., a wholly owned subsidiary,
is a provider of transportation, warehousing, and distribution
services to the floor covering industry. The Company participates
in logistics services through its joint ownership of Transplace, an
Internet-based global transportation logistics company. The Company
has an 80% ownership interest in Arnold Transportation Services,
Inc., which provides regional, dedicated, and medium length-of-haul
services with a fleet of approximately 1,500 trucks, and Total
Transportation of Mississippi and affiliated companies, a truckload
carrier that provides medium length of haul and dedicated dry-van
service with a fleet of approximately 600 trucks primarily in the
Eastern United States. The Company has a 49% ownership interest in
Abilene Motor Express, Inc. with approximately 170 trucks and a 40%
interest in C&C Trucking of Duncan with approximately 130
trucks. More information about U.S. Xpress Enterprises, Inc. and
its principal subsidiary companies is available on the Internet at
http://www.usxpress.com/. The proposed tender offer described in
this announcement has not yet commenced. This announcement is
neither an offer to purchase nor a solicitation of an offer to sell
securities. The tender offer will be made only through an offer to
purchase and related letter of transmittal. Investors and security
holders are urged to read the following documents when they become
available because they will contain important information: -- The
tender offer statement on Schedule TO, including the offer to
purchase, letter of transmittal, and notice of guaranteed delivery;
and -- The Company's solicitation/recommendation statement on
Schedule 14D-9. These documents and amendments to these documents
will be filed with the Securities and Exchange Commission ("SEC").
When these and other documents are filed with the SEC, they may be
obtained free of charge at the SEC's website http://www.sec.gov/.
Copies of the tender offer statement on Schedule TO also may be
obtained free of charge (when available) by directing requests to
Mackenzie Partners Inc., the information agent for the offer, at
800-322-2885. Statements in this announcement that relate to
consummation of the tender offer and any subsequent merger
described herein are "forward-looking statements." These statements
are based on current expectations and involve risks and
uncertainties which include whether the conditions to the tender
offer will be satisfied. These uncertainties, as well as other
factors described in the Company's SEC filings, are among the
factors that could cause actual results to differ materially from
the expectations described in the forward-looking statements.
DATASOURCE: New Mountain Lake Acquisition Company CONTACT: Max L.
Fuller of New Mountain Lake Acquisition Company, +1-423-255-9757
Web site: http://www.usxpress.com/
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