Omni Logistics resorted to suing Forward Air in hopes of forcing the carrier to proceed with a merger and create a $3.8 billion brokerage and LTL services giant.
The Dallas-based logistics company seeks to require Forward Air “to comply with its obligations and complete the transaction,” it said in a press release about its move. The complaint was filed against the truckload and brokerage services provider in a Delaware court Tuesday.
“The complaint also seeks a judicial declaration confirming that Omni has complied with all required provisions of the Merger Agreement,” Omni said in a statement.
Elizabeth Volpe, a spokesperson for Forward Air told Trucking Dive by email Tuesday evening that the company had nothing to add to its Oct. 26 statement saying it was reconsidering the merger.
Omni has requested a trial to obtain a ruling enforcing the merger prior to its expiration on Feb. 10.
“Forward Air’s threat to terminate the transaction is unenforceable under our binding contractual agreement – and we are confident that no impediment exists to closing the transaction immediately,” Omni wrote in an open letter to Forward Air shareholders.
When Forward Air announced it was exploring terminating its merger with Omni, it said its decision was based on Omni’s lack of compliance with obligations of the merger agreement, specifically regarding financing, pre-closing access to information and confidentiality.
Forward Air Chairman, President and CEO Tom Schmitt said during the company’s earnings call Oct. 31 that backing out of the merger with Omni would provide more growth options including other M&A deals.
“We feel very strongly that we are not in an obligation to close … that the conditions for closing have not been met,” Schmitt told analysts during the call. “And that actually does put us into a position to consider options including termination.”
Forward Air reiterated its position on Nov. 13, when it filed an answer and counterclaim to Omni's lawsuit, asking the judge to weigh in its favor. Omni categorically denied all the claims Forward Air made in its suit in its own statement, emailed to Trucking Dive that day.
Editor’s note: This story has been updated to incorporate Forward Air’s legal response to the lawsuit.
