USA Truck Rejects Offer from Knight Transportation
September 26, 2013
Knight Transportation wants to buy USA Truck, but so far USA Truck hasn't been interested, so Thursday, Phoenix-based Knight went public with its offer.
Knight had offered to acquire all of the outstanding share of USA Truck for $9.00 per share in cash, valuing the equity of USA Truck at approximately $95 million. The total value of the proposed transaction is approximately $242 million, including USA Truck's approximately $147 million of outstanding debt.
Knight says the proposal is about 39% more than USA Truck's closing price on September 25, the last trading day prior to this announcement, and about 50% more than USA Truck's average closing price for the 10 trading days before the announcement.
Knight already owns 829,946 shares of USA Truck common stock, or about 8% of USA Truck's outstanding shares.
USA Truck, based in Van Buren, Ark., is in the midst of a turnaround effort. It hasn't reported an annual profit since 2008. Its share price soared Thursday morning on the news of Knight's offer.
In an Aug. 28 letter to USA Truck's Board of Directors making the offer, Kevin Knight noted that the company "has invested significant time and effort to advance a Knight / USA Truck combination" and expressed "frustration with USA Truck's unwillingness to constructively engage with us regarding our interest in a transaction."
However, in a filing made Thursday with the U.S. Securities and Exchange Commission, USA Truck said "the company is not for sale," and that Knight has at various times made several proposals to buy USA, all of which it has rejected.
Late Thursday, USA Truck released a statement saying its board of directors "had previously reviewed Knight Transportation's unsolicited proposal with USA Truck's management team and financial and legal advisors, and unanimously concluded that the proposal substantially undervalues USA Truck and is not in the best interests of USA Truck and its shareholders.
"In light of our previous discussions with Knight, we are disappointed not only that Knight decided to make its proposal public this morning, but did so in a misleading manner," the USA Truck statement said. It says on Sept. 6, the company responded to Knight's Aug. 28 letter, informing Knight that the Board of Directors unanimously viewed Knight's $9.00 per share proposal as inadequate, "as it substantially undervalued USA Truck in light of the initiatives undertaken by our new management team."
USA Truck says it offered to meet with Knight to discuss the reasons, but Knight rejected its offer to meet and said it saw no point in continuing negotiations.
In Knight's announcement, the company said it is prepared to "modestly increase" the proposed purchase price "if additional value is identified during the due diligence process."
In 2011, USA Truck rejected a takeover offer by Celadon Group of Indianapolis.
Knight's announcement noted that Knight and USA Truck operate in complementary service lines, and said such a deal would create "an operationally and financially stronger transportation company that is better positioned to deliver value for all of our stakeholders."
Updated 9:45 EDT to add USA Truck's statement.
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