Forward Air might not merge with Omni Logistics, after all.
The obligations in question relate to financing, pre-closing access to information and confidentiality, or sections 7.03 and 7.14 of the companies’ merger agreement, according to the Forward Air press release. The two companies did not disclose further details.
Forward Air said it does not believe the closing conditions noted in the merger agreement will be met by the anticipated time of closing, so it is not obligated to move forward with the deal.
“Forward is considering its rights and obligations under the merger agreement, including potentially exercising its right to terminate the merger agreement,” the company said in the press release. When the deal was announced in August, Forward Air anticipated the deal would close before year’s end.
Omni Logistics replied with its own press release, saying the company has complied with the required provisions in the merger agreement.
“Any attempt by Forward Air to suggest otherwise is unfounded and has no basis,” Omni Logistics said in its press release. “Omni believes the merger agreement is legally binding and intends to enforce the merger agreement and close the transaction as expeditiously as possible.”
The merger was expected to create a $3.8 billion brokerage and LTL services giant with a national warehouse and distribution network.
A Tennessee court on Wednesday rejected a temporary injunction request from Forward Air shareholders filed on Sept. 26, according to Forward Air’s press release. The shareholders’ complaint placed a temporary restraining order on the merger, which delayed the process.
Omni is committed to the merger.
“Omni remains fully confident that uniting Omni and Forward Air as the premium expedited LTL provider will ensure that the combined company is best positioned to compete and win in an increasingly dynamic industry environment for the benefit of both companies' shareholders, customers, and employees,” Omni said in its release.