3 shareholders try to block Forward Air + Omni deal

In a SEC filing lodged today, Forward Air said that on 26 September “Rodney Bell, Michael A. Roberts and Theresa Woods, three shareholders of Parent, filed a complaint against Parent and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee.”

The complaint alleges, among other things, that:

“Parent’s shareholders have the right to vote on certain transactions contemplated by the Merger Agreement relating to Parent’s operating subsidiaries being transferred to a subsidiary of Parent (the “Opco Restructuring Transactions”) as a matter of Tennessee law.

“Based on the allegations contained in the Complaint, the chancery court issued an ex parte temporary restraining order (the “TRO”) enjoining the Opco Restructuring Transactions until a hearing on the plaintiffs’ assertions is held. The hearing is scheduled for October 11, 2023. Parent believes the claims made in the Complaint are without merit and intends to vigorously defend against them. On September 28, 2023, the waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Transactions. The expiration of such waiting period satisfies one of the conditions to the closing of the Transactions. Parent is actively preparing for the post-closing integration of Parent and Omni and expects to close the Transactions promptly following the dissolution or the expiration of the TRO.”

In a nutshell, our previous coverage is here:

– ‘Enter the lawyers’ (22 August)

– ‘Knocked out in round one’ (14 August)

– ‘Leap-of-faith merger’ (11 August)