FW: Forward Air, Omni pointing fingers over Ebitda forecasts

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FREIGHTWAVES reports:

The fate of a merger between Forward Air and Omni Logistics will likely come down to a court’s interpretation of whether Omni performed as required on its pre-closing obligations. Omni’s response to Forward’s counterclaim in the Delaware Court of Chancery on Monday shed more light on the dispute between the two parties.

Forward (NASDAQ: FWRD) has alleged that Omni failed to provide timely disclosure of financial updates and that its 2023 projections are below levels previously reaffirmed with lenders and deal arrangers. Forward has asked the court to let it out of the deal, citing a breach of the merger agreement. Omni disputes those claims and has called on the court to force Forward to the altar.

Omni said Forward’s assertion that it has breached pre-closing requirements is “a baseless pretext to back out of a transaction it no longer wishes to pursue but is legally obligated to close,” the filing read.

It said Forward wants out of the deal because of the pressure it is getting from shareholders, which have said the merger is too costly, adds too much debt and shifts control out of existing shareholder hands and into the hands of Omni’s stakeholders, among other things…

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