HOUSTON, May 18 /PRNewswire-FirstCall/ -- EGL, Inc. (Nasdaq: EAGL)
("EGL" or the "Company"), announced today that the Special Committee of its
Board of Directors has received 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.
On Thursday, May 17, the Crane group delivered a proposal to amend its
merger agreement to increase the consideration to holders of EGL common
stock to $46.25 per share in cash. The Crane group also proposed to
increase the termination fee that is payable by EGL under certain
circumstances from $30 million to $40 million. This proposal was received
as the Board of Directors was deliberating on the recommendation of the
Special Committee to accept the proposal from CEVA Group Plc, a UK public
company that is owned by affiliates of Apollo Management, L.P. (the "CEVA
group"), to purchase the company for $46.00 per share in cash.
Following the receipt of the revised proposal from the Crane group, the
Special Committee determined that the CEVA group proposal is no longer a
superior proposal as defined in the merger agreement. The Special Committee
has informed representatives of the CEVA group of this decision.
The Crane group proposal does not include a specific date by which the
Special Committee and the Board of Directors must respond; however, the
Special Committee intends to consider and make its recommendation to the
Board of Directors promptly, and, if appropriate, enter into a revised
agreement with the Crane group. At the same time, the Special Committee
would consider any revised proposal that the CEVA group may choose to make.
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 and the Board of Directors caution that there can
be no assurance that a revised proposal from either the Crane group or the
CEVA group will lead to a definitive agreement, or that either transaction
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 or the Crane group's respective proposals by the special
committee and board, ability of the CEVA group and the Company to agree to
definitive documents, ability of the Crane group and the Company to agree
to a definitive amendment to the Crane group merger agreement, 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:
Mike Slaughter, Chief Accounting Officer of
EGL, Inc., +1-281-618-3428
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