HOUSTON, Aug. 29 /PRNewswire-FirstCall/ -- EGL, Inc. (Nasdaq: EAGL) today
announced that its Board of Directors has authorized a modified "Dutch
Auction" self-tender offer to purchase up to 9,615,000 shares (up to
$250 million) of its common stock, representing approximately 20% of its
approximately 47.2 million outstanding shares as of August 24, 2005. The
tender offer will commence on Tuesday, August 30, 2005 and will expire at
5:00 p.m., New York City time, on Wednesday, September 28, 2005, unless
extended by the Company.
In the tender offer, shareholders will have the opportunity to tender some
or all of their shares at a price not less than $22.50 per share or more than
$26.00 per share, net to the seller in cash, without interest. The high end
of the price range represents approximately a 15% premium to the
August 29, 2005 closing sales price of $22.63 per share. EGL has obtained
commitments from Bank of America and its affiliates for additional borrowings
to finance the purchase of the shares.
James R. Crane, the Company's CEO, Chairman of the Board of Directors and
largest stockholder, has informed the Company that he does not intend to
tender shares pursuant to the tender offer and the Company's other directors
and executive officers also have advised that they do not intend to tender any
shares in the tender offer.
"We believe our own stock represents an attractive investment opportunity,
so we are investing in our future to enhance shareholder value. We also
believe that a tender offer provides an efficient way for shareholders to sell
all or a portion of their shares as compared to market transactions. Our
financial position remains solid, giving us the financial flexibility to
support the levels of growth that we have been experiencing. As our business
model does not require significant capital investments, we are taking this
opportunity to leverage our financial position by initiating this repurchase
program," said EGL, Inc.'s Chief Executive Officer, James R. Crane.
Based on the number of shares tendered and the prices specified by the
tendering shareholders, EGL will determine the lowest per share price within
the range that will enable it to buy up to 9,615,000 shares, or such lesser
number of shares as are properly tendered. If more than 9,615,000 shares are
properly tendered at or below the determined price per share, EGL will
purchase shares tendered by such shareholders, at the determined price per
share, on a pro rata basis, as is specified in the offer to purchase relating
to the tender offer that will be distributed to shareholders. All shares
purchased by EGL will be purchased at the same price, even if shareholders
selected a lower price; however, EGL will not purchase any shares tendered
above the determined purchase price. The tender offer will not be contingent
upon any minimum number of shares being tendered. The tender offer will be
subject to a number of other terms and conditions, as specified in the offer
to purchase.
Banc of America Securities LLC (1-888-583-8900, ext. 8502) will serve as
the dealer manager for the offer. Morrow & Co., Inc. (1-800-607-0088) will
serve as the information agent for the offer.
EGL's board of directors has approved the tender offer. However, neither
the Company nor its board of directors nor the dealer manager or information
agent make any recommendation to shareholders as to whether to tender or
refrain from tendering their shares or as to the purchase price or prices at
which shareholders may choose to tender their shares. Shareholders must make
their own decision as to whether to tender their shares and, if so, how many
shares to tender and the price or prices at which such shares should be
tendered.
This news release is for informational purposes only and is not an offer
to buy, or the solicitation of an offer to sell, any shares. The full details
of the tender offer, including complete instructions on how to tender shares,
along with the letter of transmittal and related materials, are expected to be
mailed to shareholders promptly. Shareholders should carefully read the offer
to purchase, the letter of transmittal and other related materials when they
are available because they will contain important information. Shareholders
may obtain free copies, when available, of the Tender Offer Statement on
Schedule TO, the offer to purchase and other documents that will be filed by
EGL with the U.S. Securities and Exchange Commission at the commission's
website at http://www.sec.gov . Shareholders also may obtain a copy of these
documents, without charge, from Morrow & Co., Inc., the information agent for
the tender offer, toll free at 1-800-607-0088. Shareholders are urged to read
these materials carefully prior to making any decision with respect to the
tender offer.
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 2004
revenues exceeding $2.7 billion, EGL's services include air and ocean freight
forwarding, customs brokerage, local pickup and delivery service, materials
management, warehousing, trade facilitation and procurement, and integrated
logistics and supply chain management services. The Company's shares are
traded on the NASDAQ National Market under the symbol "EAGL".
CAUTIONARY STATEMENTS
The statements in this press release regarding the tender offer,
shareholder value, investment opportunity, the company's or management's
intentions, beliefs or expectations, or that otherwise speak to future events,
are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve risks and
uncertainties including, but not limited to, response to tender offer, market
conditions, satisfaction of closing conditions, general economic conditions,
risks associated with operating in international markets, the results of
litigation, the timing and effects of any improvements in the regions and
industry sectors in which the Company's customers operate, ability to manage
and continue growth, competition, ability to renegotiate customer contracts
and other factors detailed in the Company's 2004 Form 10-K and other filings
with the Securities and Exchange Commission. If one or more of these risks or
uncertainties materialize (or the consequences of such a development worsen),
or if 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:
Elijio Serrano, Chief Financial Officer of
EGL, Inc., +1-281-618-3665
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