HOUSTON, May 21 /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 definitive proposal from CEVA
Group Plc, a UK public company that is owned by affiliates of Apollo
Management, L.P. (the "CEVA group"), increasing the consideration to
holders of EGL common stock to $47.50 per share in cash. The definitive
proposal includes financing commitments.
The CEVA group also proposes to decrease the termination fee payable by
EGL to the CEVA group under certain circumstances from $30 million to $20
million. In addition, the termination fee payable by the CEVA group to EGL
would be increased to $40 million in the event that CEVA's financing is not
obtained and to $60 million in the event of any willful breach by CEVA of
the proposed merger agreement between CEVA and EGL.
The Special Committee has determined that the revised definitive
proposal received from the CEVA 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 most recent proposal from the Crane group on May 17 increased
the consideration to holders of EGL common stock to $46.25 per share in
cash, and also increased the termination fee payable by EGL or by the Crane
group under certain circumstances from $30 million to $40 million.
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 23,
2007. At that time, the Special Committee would consider whether the terms
of the CEVA group's 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 CEVA
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
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 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:
Michael D. Slaughter, Chief Accounting
Officer of EGL, Inc., +1-281-618-3428
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