Business
Forward Air Corporation Files Answer and Counterclaim Against Omni
Believes conditions to close acquisition have not and will not be satisfied Seeks declaratory judgment that it is not obligated to complete acquisition
About this update from Forward Air Corporation
[{"type":"text","content":"\nBelieves conditions to close acquisition have not and will not be satisfied\n\n\nSeeks declaratory judgment that it is not obligated to complete acquisition\n\n\n GREENEVILLE, Tenn.--(BUSINESS WIRE)--\nForward Air Corporation (NASDAQ: FWRD) (“Forward”) today announced that it has filed under seal an answer and counterclaim against Omni Newco LLC (“Omni”) in the Delaware Court of Chancery relating to the transactions contemplated by the Merger Agreement, dated August 10, 2023, entered into by Forward, Omni and certain other parties.\n\n\nAs previously disclosed by Forward, on October 31, 2023, Omni filed a complaint against Forward in the Delaware Court of Chancery alleging, among other things, that Forward is in breach of its obligation to close the transactions contemplated by the Merger Agreement and seeking specific performance to compel Forward to close and related declaratory relief. On Friday, November 10, 2023, Forward filed its response to the complaint and a counterclaim for declaratory relief. Forward intends to file a public version of its answer and counterclaim by November 17, 2023.\n\n\nForward believes that Omni has not complied with certain of its obligations under Sections 7.03 and 7.14 of the Merger Agreement. Because of Omni’s continuous delays and repeated misrepresentations, Forward no longer believes Omni to be acting in good faith with respect to the Merger Agreement. Consequently, Forward 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. Forward 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.\n\n\nNote Regarding Forward-Looking Statements\n\n\nThis document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements may reflect Forward’s expectations, beliefs, hopes, intentions or strategies regarding, among other things, the transactions contemplated under the Merger Agreement (collectively with the other transactions...