Source: Business Wire (March 21, 2023)
Knight-Swift Transportation Holdings Inc. (NYSE: KNX) (“Knight-Swift”) and U.S. Xpress Enterprises, Inc. (NYSE: USX) (“U.S. Xpress”) today announced an agreement under which Knight-Swift will acquire U.S. Xpress for a total enterprise value of approximately $808 million, excluding transaction costs. The transaction has been unanimously approved by the Board of Directors of Knight-Swift and a Special Committee of the independent directors of the U.S. Xpress Board of Directors (“Special Committee”). It is expected to close late in the second quarter or early third quarter of 2023, subject to customary closing conditions.
The transaction is not conditioned on financing and is subject to regulatory and other customary conditions, including approval of holders of a majority of the voting power of the outstanding shares of U.S. Xpress Class A and Class B Common Stock voting together, approval of holders of a majority of the outstanding shares of each class of U.S. Xpress common stock, voting separately, and approval of holders of a majority of all outstanding U.S. Xpress’ shares not held the Fullers (as defined below), the officers and directors of U.S. Xpress, or Knight-Swift (a “majority-of-the minority approval”).
Max Fuller, Executive Chairman of U.S. Xpress, Eric Fuller and related entities (the “Fullers”), who together hold approximately 29% of the outstanding shares of U.S. Xpress common stock representing approximately 58% of the U.S. Xpress voting power, have delivered to the members of the Special Committee an irrevocable proxy to vote their shares in favor of the transaction. Upon completion of the transaction, which is expected late in the second quarter or early third quarter of 2023, U.S. Xpress will de-list from the New York Stock Exchange.
After the closing of the transaction, U.S. Xpress will continue as a separate brand and operation to minimize disruptions for the driving associates, shop and office employees, and customers. At the same time, cross-functional teams made up of leaders from Knight, Swift, and U.S. Xpress will work together to leverage economies of scale, freight network efficiencies, and best practices.
For more details, see the full press release, online at: https://www.businesswire.com/news/home/20230321005339/en/Knight-Swift-Transportation-Agrees-to-Acquire-U.S.-Xpress-Enterprises-for-6.15-Per-Share