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EGL determines CEVA offer is a superior proposal

published: cw 21, 2007 in Mergers & acquisitions

The Special Committee of EGL’s Board of Directors has received a revised definitive proposal from CEVA Group Plc, a UK public company that is owned by affiliates of Apollo Management, L.P. (the “CEVA group”), increasing the consideration to holders of EGL common stock to $47.50 per share in cash. The definitive proposal includes financing commitments.

The Special Committee has determined that the revised definitive proposal received from the CEVA group is a superior proposal as defined in the merger agreement entered into between EGL and entities affiliated with 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 (the “Crane group”). The most recent proposal from the Crane group on May 17 increased the consideration to holders of EGL common stock to $46.25 per share in cash, and also increased the termination fee payable by EGL or by the Crane group under certain circumstances from $30 million to $40 million.

While at this time the current merger agreement with the Crane group remains in effect, the Special Committee has notified the Crane group of its determination and its availability to discuss and negotiate any revised proposal that the Crane group wishes to make during the period provided by the agreement, which period will end at the close of business on May 23, 2007. At that time, the Special Committee would consider whether the terms of the CEVA group’s proposal remains a superior proposal, and, if so, the Board of Directors and the Special Committee would then consider whether to take such actions as would be necessary and proper to terminate the merger agreement with the Crane group and enter into an agreement with the CEVA group.

Source: EGL


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