Logistics service provider company DC Schenker will acquire capacity solutions provider USA Truck, Inc. (Nasdaq: USAK) in a deal aimed at creating a “premier North American transportation solutions provider.”
Pursuant to the June 24 deal, DB Schenker will acquire the outstanding shares of USA Truck common stock for $31.72 in cash per share, totaling approximately $435 million, which includes assumed cash and debt. The deal also has a no-shop provision.
According to the deal, upon consummation, DB Schenker will strengthen and expand USA Truck’s North America presence. DB Schenker states that it will use its “complementary international logistics expertise, air transport services and ocean gateways to benefit USA Truck’s” current customers. The deal will help expand USA Truck beyond its United States and Mexico network as well as to have air, land and ocean transportation for logistics and supply chain.
“USA Truck is the perfect match for DB Schenker’s strategic ambition to expand our network in North America and foster our position as a leading global logistics provider,” Jochen Thewes, CEO of DB Schenker, said in a press release. “Together we will enhance our shared value proposition and invest in exciting growth opportunities and sustainable logistics solutions for new and existing clients.”
The filings note that USA Truck has around a 1,900-unit truck fleet and 2,100 employees and partner with more than 36,000 contract carriers. It also purportedly has a large presence in the Eastern United states and a nationwide third-party logistics presence. Meanwhile, DB Schenker is a subsidiary of Deutsche Bahn and operates land, air and ocean transportation services as well as offering logistics solutions and supply chain management. It has more than 76,000 employees at approximately 1,850 locations in more than 130 countries.
“We are thrilled to have found a partner that appreciates USA Truck’s rich history, is closely aligned with our mission and values, and brings additional resources that we believe enable us to build on our nearly 40-year legacy of industry leadership,” James Reed, President and Chief Executive Officer of USA Truck, said in a press release. “This transaction provides immediate and significant value for USA Truck stockholders, offers broadened career opportunities for our employees and increased capacity and service offerings with which to support our customers, and better positions our company to realize our long-term vision to become the premier North American transportation solutions provider.”
The reverse triangular merger is expected to close by the end of the year. It has been approved by USA Truck’s board and is subject to regulatory and USA Truck shareholder approval as well as customary closing conditions.
Upon closing, USA Truck will become a private company and will no longer be listed on NASDAQ Global Select Market.
USA Truck’s legal counsel is Scudder Law Firm, P.C., L.L.O. and its financial advisor is Evercore Group L.L.C. DB Schenker’s legal counsel is Latham & Watkins LLP and its financial advisor is Morgan Stanley & Co.
Prior to the announcement, USA Truck’s stock was valued at $14.58 on June 23. When it was announced on June 24, its stock was valued at $31.00. A few days later on June 28 it closed at $31.01.
