HOUSTON, May 7 /PRNewswire-FirstCall/ -- EGL, Inc. (Nasdaq: EAGL)
("EGL" or the "Company"), announced today that the Special Committee of its
Board of Directors has determined that the definitive proposal received
from CEVA Group Plc, a UK public company that is owned by affiliates of
Apollo Management, L.P. (the "Apollo group"), is a superior proposal as
defined in the merger agreement entered into between EGL and entities
affiliated with 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 (the "Crane group").
The Apollo group's proposal is to acquire EGL in a merger transaction
in which the holders of EGL common stock would receive $43.00 per share in
cash. The current agreement with the Crane group provides for EGL's
shareholders to receive $38.00 per share in cash.
While at this time the current merger agreement with the Crane group
remains in effect, the Special Committee has notified the Crane group of
its determination and its availability to discuss and negotiate any revised
proposal that the Crane group wishes to make during the period provided by
the agreement, which period will end at the close of business on May 11,
2007. At that time, the Special Committee would consider whether the terms
of the Apollo group proposal remains a superior proposal, and, if so, the
Board of Directors and the Special Committee would then consider whether to
take such actions as would be necessary and proper to terminate the merger
agreement with the Crane group and enter into an agreement with the Apollo
group.
The current agreement with the Crane group may be terminated under
certain circumstances, including if the Board or Special Committee has
determined in good faith that it has received a superior proposal and
otherwise complies with certain terms of the agreement, including the
payment by EGL of a $30 million termination fee.
The Special Committee cautions that there can be no assurance that the
Apollo group's proposal will lead to the termination of the merger
agreement with the Crane group and the execution of a definitive agreement
with the Apollo group, or that the proposed transaction with the Apollo
group will be approved or consummated.
Important Additional Information Regarding the Merger with the Crane
Group will be Filed with the SEC:
In connection with the proposed merger with the Crane group (the "Crane
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 CRANE MERGER AND THE PARTIES TO THE
CRANE 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
(281) 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 Crane Merger. Information about
the Company's directors and executive officers and their ownership of the
Company's common stock is set forth in the Company's Form 10-K/A filed on
April 30, 2007. Shareholders and investors may obtain additional
information regarding the interests of the Company and its directors and
executive officers in the Crane Merger, which may be different than those
of the Company's shareholders generally, by reading the proxy statement and
other relevant documents regarding the Crane Merger, which will be filed
with the SEC.
CAUTIONARY STATEMENTS
The statements included in this news release regarding any transaction
with the Apollo group or the Crane group, including the timing thereof, the
likelihood that either such transaction could be consummated, any future
actions by the Apollo group or the Crane group 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 acquisition financing, approval of
the Apollo group's proposal by the special committee and board, ability of
Apollo and the Company to agree to definitive documents, the Company's
ability to satisfy certain terms of the Crane group merger agreement
(including certain determinations by the special committee and the board),
satisfaction of closing conditions, actions by the Apollo group and Crane
group and other factors detailed in risk factors and elsewhere in the
Company's most recent Annual Report 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.
SOURCE EGL, Inc.
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Related links:
http://www.eaglegl.com/
CONTACT:
Michael Slaughter, Chief Accounting Officer
of EGL, Inc., +1-281-618-3428
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