Express-1 Files Definitive Proxy Materials
Express-1 Expedited Solutions, Inc. (NYSE Amex: XPO) ("Express-1" or the "Company") today announced that it has filed with the Securities and Exchange Commission, and will commence mailing of definitive proxy materials in connection with the proposed equity investment in the Company led by Jacobs Private Equity, LLC. As previously announced on June 14, 2011, Express-1 has entered into an agreement under which Jacobs Private Equity and minority co-investors will invest an aggregate of up to $150 million in cash in the Company, including amounts payable upon exercise of warrants to be purchased under the agreement.
A special meeting of the Company's stockholders will be held at 441 Post Road, Buchanan, Mich., at 9:00 a.m. EDT, on Thursday, September 1, 2011. Among other matters, stockholders will consider and vote on the proposed equity investment, as well as a proposed renaming of the Company as XPO Logistics, Inc. Stockholders of record as of the close of business on August 1, 2011, will be entitled to vote at the special meeting.
Brad S. Jacobs, managing director of Jacobs Private Equity, said, "I'm looking forward to creating a multi-billion dollar third party logistics business under the new banner of XPO Logistics. The company's existing expertise in truckload brokerage, expedited services and freight forwarding gives us a very strong platform for growth."
The board of directors of the Company has approved the proposed equity investment and recommends that all Company stockholders vote "FOR" the approval of the proposed transaction and the related proposals set forth in the definitive proxy materials. Stockholders are encouraged to read the definitive proxy materials in their entirety as they provide a detailed discussion of the proposed transaction and each of the related proposals.
Stockholders who have questions about the proposed equity investment or the related proposals, or who need assistance in submitting their proxy or voting their shares, should contact the proxy solicitor, Innisfree M&A Incorporated, at (888) 750-5834 or info@innisfreema.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should", "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described in this press release include, among others: uncertainties as to the timing of the proposed equity investment; the possibility that competing transaction proposals will be made; the possibility that various closing conditions for the proposed equity investment may not be satisfied or waived; the possibility that the warrants contemplated by the proposed equity investment, if issued, will not be exercised; general economic and business conditions; the potential inability to identify and consummate acquisitions and arrange adequate financing; and other factors. Readers are cautioned not to place undue reliance on the forward-looking statements included in this press release, which speak only as of the date hereof. Neither the Company nor any other person undertakes any obligation to update any of these statements in light of new information or future events.
Additional Information and Where to Find It
In connection with the proposed equity investment, the Company filed its definitive proxy statement and form of proxy with the SEC on August 3, 2011. On August 4, 2011, the Company will commence mailing the definitive proxy statement and form of proxy to the stockholders of the Company entitled to vote at the special meeting. THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED EQUITY INVESTMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. The Company's stockholders may obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed with the SEC from the SEC's website at www.sec.gov. The Company's stockholders also may obtain, without charge, a copy of the definitive proxy statement and other relevant documents by directing a request by mail or telephone to Express-1 Expedited Solutions, Inc., Attn: Secretary of the Board of Directors, 3399 South Lakeshore Drive, Suite 225, Saint Joseph, MI 49085, telephone: (269) 429-9761, or from the Company's website, www.xpocorporate.com.
Jacobs Private Equity, LLC and the Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the proposed equity investment. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the definitive proxy statement regarding the proposed equity investment and in the proxy statement for the Company's 2011 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2011. Stockholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed equity investment, which may be different than those of the Company's stockholders generally, by reading the definitive proxy statement.