Patrick E. Quinn and Max L. Fuller Announce Early Termination of Hart-Scott-Rodino Act Waiting Period
26 Setembro 2007 - 6:06PM
PR Newswire (US)
CHATTANOOGA, Tenn., Sept. 26 /PRNewswire/ -- Patrick E. Quinn and
Max L. Fuller, on behalf of New Mountain Lake Acquisition Company,
announced today that the U.S. Federal Trade Commission and the
Antitrust Division of the U.S. Department of Justice granted early
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"),
applicable to New Mountain Lake Acquisition Company's offer to
acquire all of the outstanding shares of Class A common stock, par
value $0.01 per share ("Class A Shares"), of U.S. Xpress
Enterprises, Inc. (NASDAQ:XPRSA) (the "Company"). On September 12,
2007, New Mountain Lake Acquisition Company, a wholly owned
subsidiary of New Mountain Lake Holdings, LLC, commenced a tender
offer to purchase for cash all Class A Shares of the Company, other
than Class A Shares already owned by Messrs. Quinn and Fuller and
certain of their affiliates, at a price of $20.10 per Class A
Share, net to the seller in cash (the "Offer Price"), without
interest thereon and less any required withholding taxes, upon the
terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute
the "Offer"). The Offer will expire at 5:00 p.m., New York City
Time, on October 11, 2007, unless the Offer is extended. The early
termination of the waiting period under the HSR Act satisfies one
of the conditions to the Offer, referred to as the "Antitrust
Condition" in the Offer to Purchase. The Offer remains subject to
other customary conditions. Among other things, the Offer is
conditioned upon there having been validly tendered and not
withdrawn prior to the expiration of the Offer at least that number
of Class A Shares (i) that would, when aggregated with all Class A
Shares and Class B Common Stock, par value $0.01 per share ("Class
B Shares"), currently owned by Messrs. Quinn and Fuller and certain
of their affiliates, represent at least 90% of all Class A Shares
and Class B Shares then outstanding, and (ii) that represent at
least a majority of the total number of Class A Shares 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 Offer are satisfied or waived,
where applicable, and the Offer is completed, New Mountain Lake
Acquisition Company would cause a "short form" merger to occur, in
which all un-tendered Class A Shares would be cancelled in exchange
for merger consideration equal to the Offer Price. About U.S.
Xpress Enterprises, Inc. 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/. Statements in this announcement that
relate to consummation of the 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 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.
Additional Information and Where to Find It Investors and security
holders are urged to read the following documents because they
contain important information: -- The Tender Offer Statement and
Schedule 13E-3 Transaction Statement on Schedule TO, including the
Offer to Purchase, Letter of Transmittal, and other related tender
offer materials; and -- The Company's solicitation/recommendation
statement on Schedule 14D-9. These documents and amendments to
these documents have been filed with the Securities and Exchange
Commission ("SEC") and may be obtained free of charge at the SEC's
website http://www.sec.gov/. Copies of the Tender Offer Statement
and Schedule 13E-3 Transaction Statement on Schedule TO may also be
obtained free of charge by directing requests to MacKenzie
Partners, Inc. at (212) 929-5500 (call collect) or (800) 322-2885
(toll-free). Important Information This press release is for
informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities. The Offer is being
made pursuant to the Tender Offer Statement and Schedule 13E-3
Transaction Statement on Schedule TO (including the Offer to
Purchase, Letter of Transmittal, and other related tender offer
materials) filed by New Mountain Lake Acquisition Company and
related parties with the SEC on September 12, 2007. The Tender
Offer Statement and related materials, as amended, contain
important information that should be read carefully before any
decision is made with respect to the Offer. Those materials may be
obtained from MacKenzie Partners, Inc., the information agent for
the Offer, or from the SEC's website, in each case in the manner
described above. DATASOURCE: New Mountain Lake Acquisition Company
CONTACT: Max L. Fuller, +1-423-255-9757, or Patrick E. Quinn,
+1-423-255-9757, on behalf of New Mountain Lake Acquisition Company
Copyright
U.S. Xpress (NASDAQ:XPRSA)
Gráfico Histórico do Ativo
De Out 2024 até Nov 2024
U.S. Xpress (NASDAQ:XPRSA)
Gráfico Histórico do Ativo
De Nov 2023 até Nov 2024