Shareholders to Receive $31.55 per Share in All-Cash Transaction Valued at Approximately $2.74 BillionPHOENIX, AZ, Jan 19, 2007 (MARKET WIRE via COMTEX News Network) -- Swift Transportation Co., Inc. (NASDAQ: SWFT) announced today that
it has entered into a definitive merger agreement with an entity
formed by Jerry Moyes, the Company's largest shareholder, a current
Director, and former Chairman of the Board and CEO of Swift, pursuant
to which Mr. Moyes and certain of his family members will acquire
Swift in an all-cash transaction valued at approximately $2.74
billion. This includes the assumption of approximately $332 million of
net debt.
Under the terms of the agreement, Swift stockholders will receive
$31.55 in cash for each outstanding share of Swift common stock. This
represents a premium of approximately 31 percent from the closing
price of Swift stock on Friday, November 3, the last trading day
before Mr. Moyes made an initial proposal to acquire the Company for
$29.00 per share.
Jerry Moyes said, "Swift, which I founded in 1966 as a small company
with a strong entrepreneurial spirit, has evolved into the operator
of the largest truckload fleet in the United States with a dedicated
and energetic team of employees, over 17,900 trucks and nearly $3.2
billion in revenues. I am extremely pleased to have reached this
agreement with Swift and look forward to building on the unique Swift
legacy that has positioned the Company for continued growth and
success."
Jock Patton, Chairman of the Company's Board of Directors and
Chairman of the Special Committee, commented, "After careful
consideration, and in close consultation with our financial and legal
advisors, the Special Committee, which is composed of three of the
Board's independent directors, and full Board (other than Mr. Moyes)
unanimously approved the transaction. We believe the all-cash $31.55
per share price represents a fair value for the Company and is in the
best interest of all shareholders."
The transaction is subject to review by regulatory agencies under the
Hart-Scott-Rodino Antitrust Improvements Act, approval by Swift
stockholders, and other customary closing conditions. The
transaction is expected to be completed during the second quarter of
2007. Mr. Moyes has received commitments from Morgan Stanley for
debt financing for the transaction.
Goldman, Sachs & Co. acted as financial advisor to the Special
Committee. Sullivan & Cromwell LLP served as legal advisors to the
Special Committee.
Morgan Stanley acted as financial advisor and Skadden, Arps, Slate,
Meagher, & Flom LLP and Scudder Law Firm, P.C. acted as legal
advisors to Mr. Moyes. Mayer, Browne, Rowe & Maw LLP acted as legal
advisors to Morgan Stanley.
Swift is the holding company for Swift Transportation Co., Inc., a
truckload carrier headquartered in Phoenix, Arizona. Swift's
trucking subsidiary operates the largest fleet of truckload carrier
equipment in the United States with regional operations throughout
the continental United States.
IMPORTANT INFORMATION:
Swift will file with the Securities and Exchange Commission a current
report on Form 8K, which will include the merger agreement and
related documents. The proxy statement that Swift plans to file with
the Securities and Exchange Commission and mail to stockholders will
contain information about Swift, the proposed merger and related
matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY
WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE
MERGER. In addition to receiving the proxy statement from Swift by
mail, stockholders will be able to obtain the proxy statement, as
well as other filings containing information about Swift, without
charge, from the Securities and Exchange Commission's website
(http://www.sec.gov) or, without charge, from Swift at
www.swifttrans.com. This announcement is neither a solicitation of
proxy, an offer to purchase nor a solicitation of an offer to sell
shares of Swift.
PARTICIPANTS IN SOLICITATION
Swift and its directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the merger. Information
concerning Swift's participants is set forth in the proxy statement
dated April 7, 2006 for Swift's annual meeting of shareholders as
filed with the SEC on Schedule 14A. Additional information regarding
the interests of participants of Swift in the solicitation of proxies
in respect of the merger will be included in the proxy statement to
be filed with the SEC. Swift press releases and other company
information are available at Swift's website located at
www.swifttrans.com.
Forward-looking statement disclosure:
This press release contains statements that may constitute
forward-looking statements, usually identified by words such as
"anticipates," "believes," "estimates," "plans," "projects,"
"expects," "intends" or similar expressions which speak only as of
the date the statement was made. Such forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not
limited to, statements concerning the expected completion date of the
transaction.
As to Swift's business and financial performance, the following
factors, among others, could cause actual results to differ materially
from those in forward-looking statements: prevailing market
conditions relating to our determination of the fair value of assets
held for sale and related impairment charges; adverse developments in
our relationship with IEL and, by extension, owner-operators whose
tractors are financed by IEL; the impact of our new owner-operator
fuel surcharge reimbursement program and recent changes in our driver
pay structure on operating results; excess capacity in the trucking
industry or changes in demand of our customers; significant increases
or rapid fluctuations in fuel prices, interest rates, fuel taxes,
tolls, license and registration fees, insurance premiums and driver
compensation, to the extent not offset by increases in freight rates
or fuel surcharges; recessionary economic cycles and downturns in
customers' business cycles, particularly in market segments and
industries (such as retail and manufacturing) in which Swift has a
significant concentration of customers or changes in our customers'
transportation purchasing patterns; seasonal factors such as harsh
weather conditions that increase operating costs; continuing
difficulties in driver recruitment or retention issues involving
Company drivers and/or owner-operators; increases in driver
compensation to the extent not offset by increases in freight rates;
the inability of Swift to continue to secure acceptable financing
arrangements; an adverse determination by the FMSCA with respect to
Swift's safety rating and any resulting loss of customers or
potential customers or a material increase in insurance costs; the
collectibility of notes receivable due to our debtors' inability to
generate sufficient cash flows; an unanticipated increase in the
number or dollar amount of claims for which Swift is self insured;
fluctuations in workers' compensation claims, which have benefited
recent operating results due to improved claims management, but are
not expected to continue at such levels in future periods;
competition from trucking, rail and intermodal competitors; our
ability to sell assets held for sale at or above their net book
value; the potential impact of current litigation, regulatory issues,
or other government actions; a possible adverse impact on the trading
price of the Company's common stock as a result of the adoption of
the Stockholders Protection Agreement; a significant reduction in or
termination of Swift's trucking services by a key customer; and
receipt of required regulatory and stockholder approvals and
completion of other closing conditions.
A discussion of these and other factors that could cause Swift's
results to differ materially from those described in the
forward-looking statements can be found in the most recent Annual
Reports on Form 10-K and Form 10-Q of Swift, filed with the
Securities and Exchange Commission and available at the Securities
and Exchange Commission's internet site (http://www.sec.gov). Swift
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise. Furthermore, nothing herein shall
constitute an adoption or approval of any analyst report regarding
Swift, nor any undertaking to update or comment upon analysts'
expectations in the future.
Contacts:
Glynis Bryan
CFO
Swift Transportation Co., Inc.
(602) 269-9700
Jamie Tully / Lesley Bogdanow
Sard Verbinnen & Co
(212) 687-8080
SOURCE: Swift Transportation