CEO succeeds in second attempt to take over EGL

published: cw 12, 2007 in Mergers & acquisitions

Houston-based supply chain management company EGL Inc (Eagle Global Logistics) has signed a definitive merger agreement under which James R. Crane, EGL’s largest shareholder, Chief Executive Officer and Chairman of the Board, together with investment funds affiliated with Centerbridge Partners, L.P. and The Woodbridge Company Limited (”Investor Group”) will acquire the Company in a transaction valued at approximately $1.7 billion.

Under the terms of the agreement, EGL’s shareholders will receive $38.00 in cash for each share of EGL common stock they hold. The board of directors of EGL, on the unanimous recommendation of a special committee comprised entirely of independent directors, has approved the agreement and will recommend that EGL’s shareholders approve the merger. The purchase price represents a premium of approximately 27 percent over $29.78, the closing price of EGL stock on December 29, 2006, the last trading day before an initial proposal was made to take EGL private.

Crane, who will continue as Chairman and CEO following the close of the transaction, will reinvest all of his 7,065,063 shares and has entered into a voting agreement whereby he has agreed to vote his shares in favor of the merger. “We are proud to partner with this distinguished group of private equity firms comprised of individuals with outstanding reputations and proven records of success. The Company remains fully committed to all of its current development plans as scheduled,” said James R. Crane, Chief Executive Officer of the Company. “We believe EGL is a uniquely well positioned business with its global footprint and broad suite of freight forwarding and logistics service offerings. We also look forward to partnering with Jim Crane and the senior management team to help them continue on their long and distinguished track record of leadership and success in the industry,” said Steven Price, Senior Managing Director at Centerbridge.

The transaction is expected to be completed by second or third quarter of 2007, subject to receipt of shareholder approval and regulatory approvals, as well as the satisfaction of other customary closing conditions.

Founded in 1984, Houston-based EGL, Inc. operates under the name EGL Eagle Global Logistics. EGL is a leading global transportation, supply chain management and information services company dedicated to providing superior flexibility and fewer shipping restrictions on a price competitive basis. With 2006 revenues of $3.2 billion, EGL’s services include air and ocean freight forwarding, customs brokerage, local pickup and delivery service, materials management, warehousing, trade facilitation and procurement, and integrated logistics and supply chain management services. The Company’s shares are traded on the NASDAQ Global Select Market under the symbol “EAGL”.

Centerbridge is a $3.2 billion private investment firm focused on making private equity investments in companies with leading management teams and well positioned businesses. The limited partners of Centerbridge include a variety of institutional investors, including many of the world’s most prominent university endowments, pension funds and charitable trusts. Centerbridge has a broad mandate to opportunistically invest in and foster the growth of companies in a variety of industries in which its investment professionals have extensive experience, including transportation and logistics. Centerbridge was founded in 2006 by Jeffrey Aronson and Mark Gallogly. The Woodbridge Company Limited is the primary investment vehicle for the Thomson family. It has a controlling interest in The Thomson Corporation, a world leader in providing integrated information solutions. Based in Toronto, Canada, Woodbridge also has interests in information technology, media, real estate, publishing and a portfolio of private equity investments.

Source: EGL


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