Daseke, Inc. (NASDAQ: DSKE) (Daseke or the Company), the premier
North American transportation solutions specialist dedicated to
servicing challenging industrial end markets, today announced that,
with the unanimous approval of Daseke’s board of directors, it has
entered into a definitive agreement to be acquired by TFI
International Inc. (NYSE and TSX: TFII) (TFI International), a
North American leader in the transportation and logistics industry,
in an all-cash transaction that values Daseke at an enterprise
value of approximately $1.1 billion.
Subject to the terms of the agreement, Daseke
common stockholders will receive $8.30 per share in cash,
representing a premium of 69% to the last reported sale price on
December 21, 2023 and a premium of 82% to the volume-weighted
average price (VWAP) of the common stock for the 30 trading days
ending on December 21, 2023.
Jonathan Shepko, Chief Executive Officer of
Daseke commented, “We believe this transaction to be a tremendous
outcome for our Daseke shareholders, providing a near-term
liquidity event at a significant premium, and is consistent with
our stated priority of progressing opportunities that maximize
value for our shareholders. TFI has a proven track record of
successfully executing acquisitions that deliver value for its
customers, shareholders, partners, and team members. We are very
fortunate to be joining a like-minded organization who shares our
commitment to strong customer relationships, services excellence,
and utmost respect for our professional drivers, each of which has
fueled Daseke’s success over the last 15 years.”
The transaction is expected to close during the
second quarter of 2024, subject to Daseke common stockholder
approval, regulatory approvals and other customary closing
conditions. Closing is not subject to any financing condition. Upon
closing of the transaction, Daseke’s common stock will no longer be
listed on any stock exchange, and Daseke will operate its portfolio
of brands as part of TFI International’s Truckload segment.
J.P. Morgan Securities LLC is serving as
exclusive financial advisor to Daseke, and Kirkland & Ellis LLP
is serving as Daseke’s legal advisor.
About Daseke, Inc.
Daseke, Inc. is the premier North American
transportation solutions specialist dedicated to servicing
challenging industrial end-markets. Daseke offers comprehensive,
best-in-class services to a diversified portfolio of many of North
America’s most respected industrial shippers. For more information,
please visit www.daseke.com.
Forward-Looking Statements
This news release includes “forward‐looking
statements” within the meaning of the federal securities laws and
the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995, including, but not limited to, those statements
relating to the proposed transaction between Daseke and TFI
International (the Merger), the expected date of closing the Merger
and the potential benefits and effects relating to the Merger.
Forward-looking statements may be identified by the use of words
such as “may,” “will,” “expect,” “anticipate,” “continue,”
“estimate,” “project,” “believe,” “plan,” “should,” “could,”
“would,” “forecast,” “seek,” “target,” “predict,” and “potential,”
the negative of these terms, or other comparable terminology.
These forward-looking statements are based on
information available as of the date of this release and current
expectations, forecasts, and assumptions. While management believes
that these forward-looking statements are reasonable as and when
made, there can be no assurance that future developments will be
those that the Company anticipates. Accordingly, forward-looking
statements should not be relied upon as representing the Company’s
views as of any subsequent date, and the Company does not undertake
any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws. Readers are
cautioned not to place undue reliance on the forward-looking
statements.
Forward-looking statements are subject to risks
and uncertainties (many of which are beyond our control) that could
cause actual results or outcomes to differ materially from those
indicated by such forward-looking statements. These risks and
uncertainties include, but are not limited to, the risk that the
Merger may not be completed on the anticipated terms in a timely
manner or at all, which may adversely affect Daseke’s business and
the price of Daseke’s common stock; the failure to satisfy any of
the conditions to the consummation of the Merger, including
obtaining required stockholder and regulatory approvals; potential
litigation relating to the Merger that could be instituted against
Daseke, TFI International or their respective directors or
officers, including the effects of any outcomes related thereto;
the occurrence of any event, change or other circumstance that
could give rise to the termination of the agreement relating to the
Merger, including in circumstances requiring Daseke to pay a
termination fee; the effect of the announcement or pendency of the
Merger on Daseke’s business relationships, operating results and
business generally; the risk that the Merger disrupts Daseke’s
current plans and operations; Daseke’s ability to retain and hire
key personnel and maintain relationships with key business partners
and customers, and others with whom it does business, in light of
the Merger; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
Merger; risks related to diverting management’s attention from
Daseke’s ongoing business operations; certain restrictions during
the pendency of the Merger that may impact Daseke’s ability to
pursue certain business opportunities or strategic transactions;
the possibility that the Merger may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; those risks and uncertainties set forth in Part I, Item 1A
of Daseke’s most recent Annual Report on Form 10-K, as such risk
factors may be amended, supplemented or superseded from time to
time by other reports filed by Daseke with the Securities and
Exchange Commission (the SEC); and those risks that will be
described in the definitive proxy statement that will be filed with
the SEC and available from the sources indicated below. While the
list of factors presented here is considered representative, no
such list should be considered a complete statement of all
potential risks and uncertainties. Additional risks or
uncertainties that are not currently known to us, that we currently
deem to be immaterial, or that could apply to any company could
also materially adversely affect our business, financial condition,
or future results. Should one or more of these risks or
uncertainties materialize, or should any of the assumptions made by
management prove incorrect, actual results may vary in material
respects from those projected in the forward-looking statements
contained herein. Consequences of material differences in results
as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on the completion of the Merger and/or Daseke’s
consolidated financial condition, results of operations or
liquidity.
Important Additional Information and
Where to Find It
This communication is being made in connection
with the Merger. In connection with the Merger, Daseke plans to
file a proxy statement and certain other documents regarding the
Merger with the SEC. The definitive proxy statement (if and when
available) will be mailed to the common stockholders of Daseke.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT REGARDING THE MERGER THAT WILL BE FILED
WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER.
Stockholders may obtain a free copy of these materials (when they
are available) and other documents filed by Daseke with the SEC at
the SEC’s website at www.sec.gov, at Daseke’s website
at www.investor.daseke.com or by sending a written request to
Daseke’s Investor Relations department at investors@daseke.com.
Participants in the
Solicitation
Daseke and certain of its directors, executive
officers and other employees may be deemed to be participants in
the solicitation of proxies from Daseke’s common stockholders in
connection with the Merger. Information regarding the persons who
may, under the rules of the SEC, be considered to be participants
in such solicitation will be set forth in the definitive proxy
statement to be filed with the SEC in connection with the Merger
(if and when they become available). Information regarding Daseke’s
directors and certain executive officers, including a description
of their direct interests, by security holdings or otherwise, is
also contained in Daseke’s proxy statement for its 2023 annual
meeting of stockholders, which was filed with the SEC on April 27,
2023. To the extent holdings of securities by potential
participants (or the identity of such participants) have changed
since the date on which the 2023 annual meeting proxy statement was
filed, such information has been or will be reflected on Form 3s
and 4s filed with the SEC. You may obtain free copies of these
documents using the sources indicated above.
Investor Relations
Adrianne D. GriffinVice President, Investor
Relations and Treasurer(469) 626-6980 investors@daseke.com
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