Dynamex Inc. (NASDAQ: DDMX) (the “Company” or “Dynamex”) announced today that, as a result of the takeover proposal submitted to the Company on December 6, 2010 by TransForce Inc. (“TransForce”), the Company has terminated the merger agreement previously entered into with affiliates of Greenbriar Equity Group LLC and entered into a new merger agreement with TransForce, pursuant to which TransForce has agreed to acquire the Company for $25.00 per share in cash, which represents a 63.29% premium to the Company’s unaffected closing share price on October 1, 2010 and a 4.17% premium over the consideration provided by the merger agreement previously entered into with affiliates of Greenbriar Equity Group LLC, as amended.
The Company’s board of directors has unanimously approved the merger agreement with TransForce and has resolved to recommend that the Company’s stockholders adopt the merger agreement. The transaction is valued at approximately $248.0 million.
James Welch, CEO said, “TransForce’s growth strategy is to acquire well managed companies that are leaders in their market and effectively oversee their performance. The merger will allow for greater stability, focus, and flexibility for Dynamex to achieve its strategic goals and growth. Dynamex will benefit from TransForce’s experience, support and synergies by interacting with other companies of the group, increasing its geographic reach, and by allowing it to provide complementary services, and improve its market penetration.”
Transaction DetailsCompletion of the transaction is subject to the approval by holders of a majority of the Company’s common shares. Completion of the transaction is also subject to the expiration or termination, as the case may be, of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Canada Transportation Act and the Competition Act (Canada) and other customary closing conditions. The merger agreement does not include a financing condition. Assuming the satisfaction of conditions, the transaction is expected to close in the first quarter of calendar 2011.