HOUSTON, Jan. 2 /PRNewswire-FirstCall/ -- EGL, Inc. (Nasdaq: EAGL)
today announced that its board of directors has received a letter from
James R. Crane, the Company's largest shareholder, Chief Executive Officer
and Chairman of the Board and General Atlantic LLC, that he and General
Atlantic LLC propose to acquire all of the outstanding equity interests of
the Company for $36.00 per share in cash. A copy of the text of the
proposal letter is set forth below in this press release. Mr. Crane
presently beneficially owns approximately 18% of the Company's outstanding
common stock.
The Company's Board of Directors has formed a Special Committee of
independent directors to review and evaluate the proposal, consistent with
its fiduciary duties. The committee has engaged independent legal counsel
and will engage independent financial advisors to assist it with its work.
The Board of Directors cautions the Company's stockholders and others
considering trading in its securities that it has only received the
proposal and that no decisions have been made by the Board of Directors
with respect to the Company's response to the proposal. There can be no
assurance that any definitive offer will be made, that any agreement will
be executed or that this or any other transaction will be approved or
consummated.
The Company and its dedicated employees remain focused on our customers
and business as usual, delivering superior service to our customers and
creating value for our shareholders.
Founded in 1984, Houston-based EGL, Inc. operates under the name EGL
Eagle Global Logistics. EGL is a leading global transportation, supply
chain management and information services company dedicated to providing
superior flexibility and fewer shipping restrictions on a price competitive
basis. With 2005 revenues of $3.1 billion, EGL's services include air and
ocean freight forwarding, customs brokerage, local pickup and delivery
service, materials management, warehousing, trade facilitation and
procurement, and integrated logistics and supply chain management services.
The company's shares are traded on the NASDAQ Global Select Market under
the symbol "EAGL".
CAUTIONARY STATEMENTS
The statements in this press release (and statements in the conference
call referred to above) regarding projected revenue growth, profitability
and earnings per share (including guidance), capital expenditure levels,
growth opportunities, yield improvement, increased efficiencies,
improvements in operating and financial systems, effective tax rates, our
ability to pass- through fuel costs, expected insurance recoveries, stock
repurchases, the results of government investigations and other statements
that are not historical facts, are forward looking statements. These
statements involve risks and uncertainties including, but not limited to,
our ability to manage and continue growth, risks associated with operating
in international markets, events impacting the volume of international
trade, our ability to comply with rules relating to the performance of U.S.
government contracts, fuel shortages and price volatility of fuel, seasonal
trends in our business, currency devaluations and fluctuations in foreign
markets, our effective income tax rate, our ability to upgrade our
information technology systems, protecting our intellectual property
rights, heightened global security measures, availability of cargo space,
increases in the prices charged by our suppliers, competition in the
freight industry and our ability to maintain market share, material
weaknesses within our internal controls, control by and dependence on our
founder, liability for loss or damage to goods, the results of litigation,
exposure to fines and penalties if our owner/operators are deemed to be
employees, failure to comply with environmental, health and safety, and
criminal laws and regulations and governmental permit and licensing
requirements, laws and regulations that decrease our ability to change our
charter and bylaws, the impact of goodwill impairments, the successful
deployment of our global IT infrastructure, estimated expenses associated
with stock option practices and other factors detailed in the company's
Annual Reports on Form 10-K and other filings with the Securities and
Exchange Commission. Should one or more of these risks or uncertainties
materialize (or the consequences of such a development worsen), or should
underlying assumptions prove incorrect, actual outcomes may vary materially
from those forecasted or expected. The company disclaims any intention or
obligation to update publicly or revise such statements, whether as a
result of new information, future events or otherwise.
A copy of the letter received from Mr. Crane and General Atlantic LLC is
as follows:
James R. Crane
15350 Vickery Drive
Houston, TX 77032
January 2, 2007
Board of Directors
EGL, Inc.
15350 Vickery Drive
Houston, TX 77032
Gentlemen:
I, together with investment funds affiliated with General Atlantic LLC
("General Atlantic") am pleased to propose to acquire by merger for a
purchase price of $36 in cash per share all of the outstanding Common Stock
of EGL, Inc. (the "Company"). Our proposal would provide a substantial
premium of 21% over Friday's closing price for all of the Company's public
stockholders.
I and members of the Company's senior management would participate in
the proposed transaction by making a significant equity investment as well
as continuing in our officer positions with the Company following the
transaction. I would continue as Chairman and CEO following the
transaction, and we also expect that the Company's key senior management
team would remain in place. We clearly anticipate continuing to run the
business in accordance with our current practice and maintaining the
Company's valuable employee base, which we view as one of its most
important assets.
The transaction would be financed through a combination of equity from
investment funds affiliated with General Atlantic and equity investments by
myself and members of our senior management team and approximately $1.125
billion of debt financing to be arranged by senior lending sources. We have
received "highly confident" letters from Bank of America Securities LLC,
Goldman Sachs Credit Partners L.P. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated stating that they are highly confident of raising the
$1.125 billion of debt financing necessary to complete the transaction.
Copies of these letters are enclosed for your interest.
We anticipate that you will establish a special committee of
independent directors authorized to retain independent financial and legal
advisors (the "Special Committee") to consider our proposal. To facilitate
that review, we intend to provide shortly equity and debt commitment
letters for amounts necessary to effect the transaction and a proposed
merger agreement that we would be prepared to enter into. We are prepared
to move very quickly to finalize the definitive transaction and related
documents.
We believe that we offer a high degree of closing certainty and that we
are well positioned to negotiate and complete the transaction in an
expedited manner. We are preparing a draft merger agreement that we will
provide to you shortly. We do not anticipate that any regulatory approvals
will be impediments to closing.
Of course, no binding obligation on the part of the undersigned General
Atlantic or the Company shall arise with respect to the proposal or any
transaction unless or until a definitive merger agreement is satisfactory
to all parties and recommended by the Special Committee and approved by the
Board of Directors and is executed and delivered.
Our entire team looks forward to working with the special committee and
its legal and financial advisors to complete a transaction that is
attractive to the Company's public shareholders. Should you have any
questions, please contact us.
Sincerely,
James R. Crane
GENERAL ATLANTIC LLC
By: ____________________
Name: __________________
Title: _________________
SOURCE EGL, Inc.
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Related links:
http://www.eaglegl.com
CONTACT:
Mike Slaughter, Vice President Finance of
EGL, Inc., +1-281-618-3428
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