So, is this good or bad for Swift?
PHOENIX, 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.