EGL Shareholders to Receive $47.50 Per Share
HOUSTON and AMSTERDAM, Netherlands, May 24 /PRNewswire-FirstCall/ --
EGL, Inc. (Nasdaq: EAGL) ("EGL"), and CEVA Group Plc ("CEVA"), a UK public
limited company owned by affiliates of Apollo Management VI, L.P., today
announced that they have signed a definitive merger agreement pursuant to
which CEVA will acquire EGL for total transaction consideration of
approximately $2 billion. Pursuant to the agreement, EGL's shareholders
will receive $47.50 in cash for each share of EGL common stock they hold at
the time of the merger. 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.
In connection with this transaction, EGL has terminated its previous
merger agreement with affiliates of 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"), after determining that
CEVA's offer was more favorable to EGL stockholders. EGL has paid a $30
million fee to the Crane group in connection with the termination.
The purchase price represents a premium of approximately 60 percent
over $29.78, the closing price of EGL stock on December 29, 2006, the last
trading day before an initial proposal was made by the Crane group to take
EGL private. It is also represents a 25 percent premium over the $38.00 per
share consideration that was to be paid under the Crane group's agreement.
The combination will create the world's fourth largest integrated
supply chain management company, with leading global capabilities in
freight forwarding and contract logistics.
Chairman of the Special Committee and member of EGL's Board of
Directors, Milton Carroll said, "After careful consideration, our Special
Committee has concluded that this transaction is in the best interest of
EGL and maximizes value for all of our shareholders."
Josh Harris, a founding partner of Apollo Management said, "Together,
CEVA and EGL offer tremendous opportunities to better serve our global
customer base and will provide enhanced solutions to meet businesses'
supply chain needs in a dynamic global environment. We are extremely
impressed with the expertise and depth of EGL's senior management team and
talented employee base and look forward to working together to further
build the business."
CEVA CEO Dave Kulik said, "The acquisition of EGL is a transforming
event for CEVA and increases the ability of both companies to serve its
existing customers. We are very excited to have many of the senior
leadership at EGL join CEVA as our partners and look forward to working
together to build the leading transportation logistics provider in the
world." Kulik continued, "Maintaining the continuity of EGL's senior
management team and its employees around the world is a priority and CEVA
is committed to ensuring a smooth transition of ownership and continuing
the strong relationships EGL has with its transportation partners."
CEVA expects all existing operations at EGL will remain unchanged
following the merger and will be managed under a new freight management
division, headquartered at EGL's existing location in Houston, TX. The
transaction is subject to regulatory approvals and the affirmative vote of
the holders of a majority of EGL's outstanding shares. EGL and CEVA
anticipate the transaction will close in the third quarter of 2007.
In connection with the transaction, Deutsche Bank served as financial
advisor to the Special Committee to the Board of Directors of EGL, and
Andrews Kurth served as its legal counsel. Baker Botts served as EGL's
legal counsel. Wachtell, Lipton, Rosen & Katz served as CEVA's legal
counsel. Gleacher Partners and Bear Stearns & Co. provided financial advice
to CEVA.
About EGL, Inc.
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 exceeding $3.2 billion, EGL's services include
air and ocean freight forwarding, customs brokerage, local pick-up and
delivery service, materials management, warehousing, trade facilitation and
procurement, integrated logistics and supply chain management services.
EGL's shares are traded on the NASDAQ Global Select Market under the symbol
"EAGL."
About CEVA Logistics
CEVA Logistics (formerly known as TNT Logistics) is a leading global
logistics and supply chain management company. It designs, implements and
operates complex supply chain solutions on a national, regional or global
scale for multinational and large local companies. The company provides
customers with end-to-end logistics solutions spanning the entire supply
chain. CEVA focuses on a diverse range of market sectors including
automotive, tyres, high-tech/electronics, industrial, fast moving consumer
goods, and publishing & media. CEVA employs approximately 38,000 people and
operates an extensive global network with facilities in 26 countries
worldwide, and maintains 567 warehouses globally with a combined space of
approximately 7.4 million square meters. For fiscal year 2006, CEVA
generated sales of euro 3.5 billion. CEVA is owned by affiliates of Apollo
Management VI, L.P., one of the leading private equity investors in the
world. For more information please visit the CEVA website at
http://www.cevalogistics.com.
About Apollo Management
Founded in 1990, Apollo is a recognized leader in private equity, debt
and capital markets investing. Since its inception, Apollo has successfully
invested over $16 billion in companies representing a wide variety of
industries, both in the U.S. and internationally. Apollo is currently
investing its sixth private equity fund, Apollo Investment Fund VI, L.P.,
which along with related co-investment entities, has approximately $12
billion of committed capital.
Apollo's current and past investments in the distribution,
transportation and logistics industries include Pacer International,
Quality Distribution, Metals USA and United Agri-Products, and it has other
current investments in portfolio companies including Affinion, AMC
Entertainment, Berry Plastics, Goodman Global, Hexion Specialty Chemicals
(which includes the former coatings and inks resins division of Akzo Nobel
and Resolution Performance Products formerly owned by Royal Dutch Shell),
Momentive, Realogy, Rexnord, and Unity Media.
Important Additional Information Regarding the Merger will be Filed
with the SEC:
In connection with the proposed merger with the CEVA group (the
"Merger"), EGL 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. EGL'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 EGL's website, http://www.eaglegl.com. A copy of this press release
will also be available on CEVA's website, http://www.cevalogistics.com.
EGL and its directors, executive officers and other members of its
management and employees as well as CEVA may be deemed to be participants
in the solicitation of proxies from EGL's shareholders with respect to the
Merger. Information about EGL's directors and executive officers and their
ownership of EGL's common stock is set forth in EGL's Form 10-K/A filed on
April 30, 2007. Shareholders and investors may obtain additional
information regarding the interests of EGL and its directors and executive
officers in the Merger, which may be different than those of EGL's
shareholders generally, by reading the proxy statement and other relevant
documents regarding the Merger, which will be filed with the SEC. CEVA does
not own any securities of EGL.
CAUTIONARY STATEMENTS
The statements included in this news release regarding any transaction
with CEVA, including the timing thereof, the likelihood that such
transaction could be consummated, any future actions by CEVA, the effects
of any transaction on EGL's operations or otherwise, 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,
satisfaction of closing conditions, actions by CEVA and other factors
detailed in risk factors and elsewhere in EGL'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. EGL 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
http://www.cevalogistics.com
CONTACT:
Michael D. Slaughter, Chief Accounting
Officer of EGL, Inc., +1-281-618-3428
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