HOUSTON, March 19 /PRNewswire-FirstCall/ -- EGL, Inc. (Nasdaq: EAGL)
("EGL" or the "Company"), today announced it has signed a definitive merger
agreement under which James R. Crane, EGL's largest shareholder, Chief
Executive Officer and Chairman of the Board, together with investment funds
affiliated with Centerbridge Partners, L.P. and The Woodbridge Company
Limited ("Investor Group") will acquire the Company in a transaction valued
at approximately $1.7 billion.
Under the terms of the agreement, EGL's shareholders will receive
$38.00 in cash for each share of EGL common stock they hold. The board of
directors of EGL, on the unanimous recommendation of a special committee
comprised entirely of independent directors, has approved the agreement and
will recommend that EGL's shareholders approve the merger.
The purchase price represents a premium of approximately 27 percent
over $29.78, the closing price of EGL stock on December 29, 2006, the last
trading day before an initial proposal was made to take EGL private.
Crane, who will continue as Chairman and CEO following the close of the
transaction, will reinvest all of his 7,065,063 shares and has entered into
a voting agreement whereby he has agreed to vote his shares in favor of the
merger.
"We are proud to partner with this distinguished group of private
equity firms comprised of individuals with outstanding reputations and
proven records of success. The Company remains fully committed to all of
its current development plans as scheduled," said James R. Crane, Chief
Executive Officer of the Company.
"We believe EGL is a uniquely well positioned business with its global
footprint and broad suite of freight forwarding and logistics service
offerings. We also look forward to partnering with Jim Crane and the senior
management team to help them continue on their long and distinguished track
record of leadership and success in the industry," said Steven Price,
Senior Managing Director at Centerbridge.
The transaction is expected to be completed by second or third quarter
of 2007, subject to receipt of shareholder approval and regulatory
approvals, as well as the satisfaction of other customary closing
conditions.
The transaction will be financed through a combination of equity
contributed by the Investor Group, and debt financing provided by The
Woodbridge Company Limited and affiliates of Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Wachovia Corporation. There is no financing
condition to the obligation of the Investor Group to consummate the
transaction.
Deutsche Bank Securities Inc. is acting as financial advisor to the
special committee, and has delivered a fairness opinion. Andrews Kurth LLP
is acting as legal advisor to the special committee.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Sagent Advisors
are acting as financial advisors to the Investor Group. Weil, Gotshal and
Manges LLP and Simpson Thacher & Bartlett LLP are acting as legal advisors
to Jim Crane and the Investor Group. Baker Botts L.L.P. is acting as legal
advisor to EGL.
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 2006 revenues of $3.2 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".
Centerbridge is a $3.2 billion private investment firm focused on
making private equity investments in companies with leading management
teams and well positioned businesses. The limited partners of Centerbridge
include a variety of institutional investors, including many of the world's
most prominent university endowments, pension funds and charitable trusts.
Centerbridge has a broad mandate to opportunistically invest in and foster
the growth of companies in a variety of industries in which its investment
professionals have extensive experience, including transportation and
logistics. Centerbridge was founded in 2006 by Jeffrey Aronson and Mark
Gallogly.
The Woodbridge Company Limited is the primary investment vehicle for
the Thomson family. It has a controlling interest in The Thomson
Corporation, a world leader in providing integrated information solutions.
Based in Toronto, Canada, Woodbridge also has interests in information
technology, media, real estate, publishing and a portfolio of private
equity investments.
Statements included in this news release regarding the consummation of
the merger, the financing of the merger, timing and effects of the merger,
regulatory approvals and other statements that are not historical facts,
are forward looking statements. These statements involve risks and
uncertainties including, but not limited to, market conditions,
availability and terms of any financing, actions by regulatory authorities,
the Company's financial results and performance, consummation of financing,
satisfaction of closing conditions, actions by any other bidder and other
factors detailed in risk factors and elsewhere 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.
Important Additional Information Regarding the Merger will be Filed
with the SEC:
In connection with the proposed Merger, the Company will file a proxy
statement with the Securities and Exchange Commission (the "SEC").
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC's website at
http://www.sec.gov. The Company's security holders and other interested
parties will also be able to obtain, without charge, a copy of the proxy
statement and other relevant documents (when available) by directing a
request by mail or telephone to Investor Relations, EGL, Inc., 15350
Vickery Drive, Houston, Texas 77032, telephone (218)618-3100, or from the
Company's website, http://www.eaglegl.com.
The Company and its directors, executive officers and other members of
its management and employees (including, without limitation, Mr. Crane) may
be deemed to be participants in the solicitation of proxies from the
Company's shareholders with respect to the Merger. Information about the
Company's directors and executive officers and their ownership of the
Company's common stock is set forth in the proxy statement for the
Company's 2006 Annual Meeting of Shareholders, which was filed with the SEC
on April 14, 2006. Shareholders and investors may obtain additional
information regarding the interests of the Company and its directors and
executive officers in the Merger, which may be different than those of the
Company's shareholders generally, by reading the proxy statement and other
relevant documents regarding the Merger, which will be filed with the SEC.
HOU:2674582.7
SOURCE EGL, Inc.
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Related links:
http://www.eaglegl.com
CONTACT:
Michael D. Slaughter, Chief Accounting
Officer of EGL, Inc., +1-281-618-3428
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