Forward Air Reaches Deal With Omni Logistics on Acquisition
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Forward Air Corp. and Omni Logistics have settled litigation surrounding a planned merger that allows a deal to proceed under amended terms, the companies announced Jan. 22.
Under the new deal — under which Forward Air remains the acquiring company — 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. Under the new agreement, both companies will terminate legal actions they’d taken against one another surrounding the original terms. Omni is majority owned by Ridgemont Equity Partners and Eve Partners.
“We have always believed in the power of this acquisition and are pleased to have found a way forward,” said Tom Schmitt, CEO at Forward. “In recent days, we have engaged constructively with Omni to set a path forward that ends our legal dispute.”
Omni started the litigation by filing a lawsuit Oct. 31 in an effort to push the merger through. Both companies had agreed to combine in a deal signed Aug. 10. Forward Air issued a counterclaim Nov. 13 that argued it was not obligated to close the deal because Omni failed to uphold its obligations.
"Combining with Forward Air creates an unparalleled opportunity to reshape the industry and become the best possible strategic partner to our customers,” said 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 sought a court order when filing the counterclaim declaring that it was not obligated to close the deal and could terminate it. Omni was accused of no longer acting in good faith because of continuous delays and of repeatedly misrepresenting information. Omni called the counterclaim baseless while reiterating its belief that the merger agreement was legally binding. It also sought in its original complaint a judicial declaration confirming that it has complied with all required provisions. Omni also issued an open letter to Forward Air shareholders stressing its belief that the merger was strategically wise.
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Meantime, Forward Air faced resistance from shareholders. Ancora Holdings Group alleged that the agreement was being intentionally structured to avoid a pre-closing shareholder vote. Some shareholders also sought an ex parte temporary restraining order to impose a temporary injunction against the deal. Both were dismissed by a judge Oct. 25.
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.
