HOUSTON, May 17 /PRNewswire-FirstCall/ -- EGL, Inc. (Nasdaq: EAGL)
("EGL" or the "Company"), announced today that the Special Committee of its
Board of Directors did not by the end of business on May 16, 2007 receive a
revised proposal from 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"), that would amend
the current merger agreement between EGL and the Crane group.
As previously announced, the Special Committee has received from CEVA
Group Plc, a UK public company that is owned by affiliates of Apollo
Management, L.P. (the "CEVA group"), a revised proposal increasing the
consideration to EGL holders to $46.00 per share in cash.
The Special Committee has determined that the CEVA group proposal is
superior and has recommended that the Board of Directors terminate the
merger agreement with the Crane group and enter into an agreement with the
CEVA group. The Board of Directors is considering the CEVA group proposal
and will announce a determination after it is reached. The Board of
Directors will also 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 CEVA group.
The Special Committee and the Board of Directors caution that there can
be no assurance that the CEVA 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 CEVA group, or that the proposed transaction
with the CEVA 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 CEVA group or the Crane group, including the timing thereof, the
likelihood that either such transaction could be consummated, any future
actions by the CEVA 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 CEVA group's proposal by the special committee and board, ability of
the CEVA group 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 CEVA 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 D. Slaughter, Chief Accounting
Officer of EGL, Inc., +1-281-618-3428
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