Forward Air Completes Acquisition of Omni Logistics
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Forward Air on Jan. 25 announced the completion of its long-pending acquisition of Omni Logistics, with both companies’ leaders touting the benefits of the merger after settling on a lower purchase price and ending a legal fight over terms in the agreement that threatened to crater the deal.
“One of the defining characteristics of our corporate culture is that we do not wait around for good things to happen, we go out and make them happen,” Forward Air CEO Tom Schmitt said in the Jan. 25 news release. “We are approaching this important next phase with a sense of urgency and are committed to delivering on a clear and measurable plan designed to meet the needs of our customers, create opportunities for our teammates, and generate long-term value for our shareholders.”
The merger closed at a new estimated price tag of $2.1 billion, down from the initial price tag of $3.2 billion, according to the Wall Street Journal. The two sides as recently as January were embroiled in a legal fight over the agreement. While a trial date for that month had been set, the two sides continued negotiating and on Jan. 22 announced an end to their litigation and said new terms had been reached.
Forward Air is based in Greenville, Tenn., while Omni Logistics is headquartered in Dallas. Forward Air provides asset-light transportation services across the United States, Canada and Mexico. Omni is a global multimodal provider of air, ocean and ground logistics with a focus on high-touch, expedited freight transportation. It also is a freight forwarder.
“Combining with Forward Air creates an unparalleled opportunity to reshape the industry and become the best possible strategic partner to our customers,” added J.J. Schickel, CEO of Omni and incoming president of Forward Air. “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.”
Forward Air said it will provide more information on its management structure and revamped board, as well as financial targets, when it reports fourth-quarter financial results on Feb. 14. But the company noted that “significant integration planning” has already occurred and said it is “confident in its ability to deliver significant strategic and financial benefits from the transaction, including substantial revenue and cost synergies and operational efficiencies.”
The companies plan to integrate their North American and international operations, which Schmitt said will send more high-value freight into Forward Air’s LTL network.
The companies announced the initial deal in August, but plans were delayed for months amid battles between the two companies, shareholders and investors who objected to the deal.
We are pleased to share that we will be combining forces with Forward Air. Learn more at the link below!https://t.co/vSPoGrU0VD — Omni Logistics (@omnilogistics) January 22, 2024
Investment analysts had raised concerns about integration of the two companies’ disparate services, while shareholders protested terms of the deal that they claimed bypassed shareholder approval.
Under the amended agreement, Omni shareholders will receive $20 million in cash and 35% pro forma common equity in Forward Air, down from the $150 million and 37.7% stake they were to receive in the original deal.
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Some shareholders had expressed concern about the amount of debt Forward Air would take on in the deal, as well as shifts in the company’s power structure post-merger. Omni’s shareholders include several private equity firms, including Eve Partners and Ridgemont Equity Partners. Those two companies will now hold a 35% share in Forward Air and retain four seats on its board of directors.
Earlier, Forward Air faced resistance from shareholders Ancora Holdings Group, which alleged that the agreement was being intentionally structured to avoid a pre-closing shareholder vote. Forward Air shareholders also had sought an ex parte temporary restraining order to impose a temporary injunction against the deal. Both complaints were dismissed by a judge in October.
Forward Air ranks No. 27 on the Transport Topics Top 100 list of the largest for-hire carriers in North America. Omni ranks No. 38 on the TT Top 100 logistics companies list.
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