On November 13, 2023, Forward Air Corporation announced that it has filed under seal an answer and counterclaim against Omni Newco LLC in the Delaware Court of Chancery relating to the transactions contemplated by the Merger Agreement, dated August 10, 2023, entered into by Forward Air Corporation, Omni Newco LLC and certain other parties. Additionally, the Company previously disclosed that on October 31, 2023, Omni Newco filed a complaint against the Company in the Delaware Court of Chancery alleging, among other things, that the Company is in breach of its obligation to close the transactions contemplated by the Merger Agreement and seeking specific performance to compel the Company to close and related declaratory relief. The Company stated that on November 10, 2023, it has filed its response to the complaint and a counterclaim for declaratory relief and it intends to file a public version of its answer and counterclaim by November 17, 2023.The Company believes that Omni Newco has not complied with certain of its obligations under Sections 7.03 and 7.14 of the Merger Agreement and its continuous delays and repeated misrepresentations, the Company no longer believes Omni Newco to be acting in good faith with respect to the Merger Agreement.

The Company added that it believes the closing condition contained in Section 8.02(b) of the Merger Agreement will not be satisfied at the anticipated closing of the transactions under the Merger Agreement. The Company stated that it is seeking an order from the Delaware Court of Chancery declaring that it is not obligated to close the transaction and that it is entitled to terminate the Merger Agreement.