USA TRUCK, INC. Item 1.01 Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
At the Effective Time (as defined in the Merger Agreement), and as a result of the Merger:
? Each share of the Company's common stock, par value $0.01 per share (the
"Company common stock"), that is issued and outstanding immediately
prior to the Effective Time, other than shares to be cancelled pursuant
to Section 2.1(b) of the Merger Agreement and Dissenting Shares (as
defined in the Merger Agreement), will be converted into the right to
receive $31.72 in cash, without interest (the "Merger Consideration"),
subject to any applicable withholding taxes;
? Each outstanding and unexercised option to purchase shares of Company
common stock (whether vested or unvested and whether exercisable or
unexercisable) (a "Company stock option") will become fully vested and
be cancelled in exchange for the right to receive a cash payment,
without interest and subject to applicable tax withholding, of an amount
equal to the product of (i) the total number of shares of Company common
stock underlying each such Company stock option and (ii) the excess of
the Merger Consideration over the exercise price per share of each such
Company stock option;
? Each outstanding share of restricted stock of the Company (whether
vested or unvested) ("restricted stock"), will become fully vested and
be cancelled in exchange for the right to receive a cash payment,
without interest and subject to applicable tax withholding, of an amount
equal to the product of (i) the total number of shares of Company common
stock underlying each such award of restricted stock and (ii) the Merger
Consideration; and
? Each outstanding performance stock unit with respect to shares of
Company common stock (whether vested or unvested) (a "PSU"), will become
fully vested and be cancelled in exchange for the right to receive a
cash payment, without interest and subject to applicable tax
withholding, of an amount equal to the product of (i) the total number
of shares of Company common stock underlying each such PSU and (ii) the
Merger Consideration.
The board of directors of the Company (the "Board") carefully reviewed and considered the terms and conditions of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. By a unanimous vote, the Board (i) approved, adopted and declared advisable the Merger Agreement and the Merger and the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger, (ii) authorized and approved the execution, delivery and performance of the Merger Agreement and the consummation by the Company of the transactions contemplated by the Merger Agreement, including the Merger, (iii) determined that the transactions contemplated by the Merger Agreement, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iv) directed that a proposal to adopt the Merger Agreement be submitted to a vote at a meeting of the Company's stockholders and (v) recommended that the Company's stockholders vote for the adoption of the Merger Agreement.
Assuming the satisfaction of the conditions set forth in the Merger Agreement, the Company expects the Merger to close by the end of 2022. The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement at a stockholder meeting that will be held on a date, and at the time and place, to be announced when finalized.
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The closing of the Merger is subject to various conditions, including (i) the adoption of the Merger Agreement by holders of two-thirds of the issued and outstanding shares of Company common stock entitled to vote thereon at the stockholder meeting (the "Company Stockholder Approval"); (ii) the absence of any outstanding law, regulation, or order enacted, promulgated, issued, entered, amended or enforced by any governmental entity that restrains, enjoins or otherwise prohibits the consummation of the Merger; (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the "HSR Act"); (iv) the CFIUS Approval (as defined in the Merger Agreement); and (v) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, as of the date of the Merger Agreement and as of the date of the closing of the Merger, and compliance in all material respects with the covenants and agreements contained in the Merger Agreement. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement). The closing of the Merger is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur on the third business day following the satisfaction or waiver of the conditions to closing of the Merger.
The Merger Agreement contains customary representations, warranties and covenants by the Company, including, among others, covenants by the Company to conduct its business in the ordinary course between the date of the Merger Agreement and the closing of the Merger, to convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval and, subject to certain customary exceptions, for the Board to recommend that the stockholders adopt the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants of Parent and Merger Sub, including, among others, covenants by Parent and Merger Sub to use their reasonable best efforts to obtain regulatory approvals for the Merger, including under the HSR Act and by CFIUS.
The Merger Agreement provides that the Company will not, directly or indirectly, (i) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement); (ii) furnish to any third party any non-public information relating to the Company or its subsidiaries or afford to any third party access to the properties, assets, books, records or other non-public information, or to any personnel, of the Company or its subsidiaries, in each case with the intent to induce the making, submission or announcement of, or to knowingly encourage, facilitate or assist an Acquisition Proposal or any inquiries that would reasonably be expected to indicate an interest in making or effecting an Acquisition Proposal or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; (iii) participate or engage in discussions, communications or negotiations with any third party with respect to an Acquisition Proposal or inquiry that would reasonably be expected to indicate an interest in making or effecting an Acquisition Proposal; (iv) approve, endorse or recommend any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; or (v) enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement or other contract with respect to an Acquisition Transaction (as defined in the Merger Agreement), other than an Acceptable Confidentiality Agreement (as defined in the Merger Agreement) (an "Alternative Acquisition Agreement").
Notwithstanding these limitations, prior to obtaining the Company Stockholder Approval, if (i) the Company has received an Acquisition Proposal that was not the result of any material breach of Section 5.3(a) of the Merger Agreement and (ii) the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal either constitutes a Superior Proposal (as defined in the Merger Agreement) or would be reasonably likely to lead to a Superior Proposal and the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, then the Company may (a) participate or engage in discussions or negotiations with, (b) furnish any non-public information relating to the Company or its subsidiaries to, or (c) afford access to non-public information, or to any personnel, of the Company or its subsidiaries pursuant to an Acceptable Confidentiality Agreement to, the third party making the Acquisition Proposal, provided that in each such case the . . .
Item 8.01 Other Events.
On
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About
Additional Information About the Merger and Where to Find It
This communication is being made in respect of the proposed Merger involving the
Company, Parent and Merger Sub. A meeting of the stockholders of the Company
will be announced to seek stockholder approval in connection with the proposed
Merger. The Company will file with the
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the Merger. Information regarding the
persons who may, under the rules of the
Forward Looking Statements
This announcement contains "forward-looking statements," within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995,
including statements relating to the completion of the Merger. These
forward-looking statements are generally denoted by the use of words such as
"anticipate," "believe," "expect," "intend," "aim," "target," "plan,"
"continue," "estimate," "project," "may," "will," "should," and similar
expressions. However, the absence of these words or similar expressions does not
mean that a statement is not forward-looking. These statements reflect
management's current beliefs and are based on information currently available to
management. Forward-looking statements are based upon a number of estimates and
assumptions that, while considered reasonable by management, are inherently
subject to known and unknown risks and uncertainties and other factors that
could cause actual results to differ materially from historical results or those
anticipated. These factors include, but are not limited to: (a) the satisfaction
of the conditions precedent to the consummation of the Merger, including,
without limitation, the timely receipt of stockholder and regulatory approvals
(or any conditions, limitations or restrictions placed on such approvals); (b)
uncertainties as to the timing of the Merger and the possibility that the Merger
may not be completed; (c) unanticipated difficulties or expenditures relating to
the Merger; (d) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, including, in
circumstances which would require the Company to pay a termination fee; (e)
legal proceedings, judgments or settlements, including those that may be
instituted against the Company, the Board, the Company's executive officers and
others following the announcement of the Merger; (f) disruptions of current
plans and operations caused by the announcement and pendency of the Merger; (g)
risks related to disruption of management's attention from the Company's ongoing
business operations due to the Merger; (h) potential difficulties in employee
retention due to the announcement and pendency of the Merger; (i) the response
of customers, suppliers, drivers and regulators to the announcement and pendency
of the Merger; (j) disruptions in the execution of plans, strategies, goals and
objectives of management for future operations caused by the Merger; (k) changes
in accounting standards or tax rates, laws or regulations; (l) continued and
sufficient access to capital; (m) economic, market, business or geopolitical
conditions (including resulting from the COVID-19 pandemic, inflation, or the
conflict in
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If the proposed Merger is consummated, the Company's stockholders will cease to
have any equity interest in the Company and will have no right to participate in
its earnings and future growth. Other factors that could impact the Company's
forward-looking statements are identified and described in more detail in the
Company's Annual Report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits
Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofJune 23, 2022 , by and among the Company, Parent and Merger Sub.* 99.1 Press release announcing the Merger Agreement, issued by the Company onJune 24, 2022 .
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* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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