TORONTO, Feb. 23, 2015 /CNW/ - Wheels Group Inc. ("Wheels") (TSXV: WGI) is pleased to announce that today it obtained an interim order from the Ontario Superior Court of Justice (Commercial List) (the "Interim Order") with respect to Wheels' previously-announced plan of arrangement (the "Arrangement") with Radiant Logistics, Inc. ("Radiant") (NYSE MKT: RLGT) and its wholly-owned subsidiary, Radiant Global Logistics ULC (the "Purchaser").
Under the Arrangement, the Purchaser has agreed, subject to the terms and conditions of the arrangement agreement dated January 20, 2015 among Wheels, the Purchaser and Radiant (the "Arrangement Agreement"), to acquire all of the outstanding common shares of Wheels (the "Wheels Shares") by way of the Arrangement. The Arrangement provides that shareholders of Wheels (the "Wheels Shareholders") will be entitled to receive consideration of CAD$0.77 per common share (the "Consideration").
Wheels Shareholders may elect to receive the Consideration in cash, shares of common stock of Radiant ("Radiant Shares") or any combination thereof (subject to the limitation described below). Each Wheels Shareholder will be entitled to receive either CAD$0.77 in cash (the "Cash Consideration") or 0.151384 of a Radiant Share (the "Share Consideration"), or a combination thereof, in respect of each Wheels Share so held by the holder. Wheels Shareholders who do not submit a valid election ("Non-Electing Shareholders") in accordance with the Letter of Transmittal and Election Form prior to 10:00 a.m. (Toronto time) on March 24, 2015 (the "Election Deadline") will be deemed to have elected to receive the Share Consideration for each of their Wheels Shares.
Certain directors and officers of Wheels and certain Wheels Shareholders, whose Wheels Shares represented approximately 77.7% of the number of Wheels Shares outstanding on February 20, 2015 (the "Locked-up Shareholders"), have entered into lock-up agreements with Radiant and the Purchaser, pursuant to which they have agreed, among other things, to vote in favour of the Arrangement unless the Arrangement Agreement has been terminated in accordance with its terms.
If Wheels Shareholders elect to receive (or are deemed to elect), in the aggregate, greater than 6,900,000 Radiant Shares, the number of Radiant Shares to be received as consideration by the Locked-up Shareholders and the Non-Electing Shareholders will be subject to proration. Any Wheels Shareholder wishing to receive Share Consideration should, prior to the Election Deadline, submit a validly completed Letter of Transmittal and Election Form. When considering how to complete their election, Wheels Shareholders are reminded that the Radiant Shares are publicly-traded in the United States on the NYSE MKT and trade in United States dollars. Wheels Shareholders may wish to assess, among other things, the trading price of the Radiant Shares and the prevailing Canada-U.S. currency exchange rate prior to submitting a Letter of Transmittal and Election Form with their irrevocable elections.
The Interim Order, among other things, authorizes Wheels to call and hold a special meeting of Wheels Shareholders (the "Meeting") to consider the Arrangement. In accordance with the Interim Order, the Meeting will be held on March 26, 2015, with a record date at the close of business on February 20, 2015.
In connection with the Meeting, Wheels will be commencing a mailout of the Management Information Circular (the "Circular), the Letter of Transmittal and Election Form and related meeting materials (collectively, the "Meeting Materials"). The Circular includes the unanimous recommendation of the Wheels' board of directors that Wheels Shareholders vote in favour of the Arrangement. The Meeting Materials will be available on SEDAR under Wheels' profile at www.sedar.com.
The hearing date for the application for the final order of the Court (the "Final Order") has been scheduled for March 31, 2015. Subject to obtaining the required approvals from the Wheels Shareholders at the Meeting, obtaining the Final Order and the satisfaction or waiver of all other closing conditions, the Arrangement is anticipated to be completed on or about April 2, 2015.
About Wheels Group Inc.
Founded in 1988, Wheels is a leading North American third party supply chain logistics ("3PL") provider. As a non-asset provider, Wheels develops advanced supply chain solutions delivered through its qualified partner network of over 6,000 truck, rail, air and ocean carriers. Wheels serves consumer goods, food and beverage, manufacturing and retail clients through 18 offices throughout the United States and Canada. Wheels has been named one of Canada's Best Managed Companies since 1997, Platinum since 2003, one of North America's Top 100 3PL Companies and one of the Top 100 Food 3PLs.
About Radiant Logistics, Inc.
Radiant (www.radiantdelivers.com) is a non-asset based transportation and logistics company providing domestic and international freight forwarding services and an expanding array of value-added solutions, including customs and property brokerage, order fulfillment, inventory management and warehousing. Radiant operates through a network of company-owned and independent agent offices across North America under the Radiant, Airgroup, Adcom, DBA and On Time network brands servicing a diversified account base, including manufacturers, distributors and retailers using a network of independent carriers and international agents positioned strategically around the world.
This press release contains forward-looking statements (including "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995). There is the transactional risk that the Arrangement may not close due to one or more conditions in the Arrangement Agreement not being satisfied or the Arrangement Agreement otherwise being terminated. A copy of the Arrangement Agreement is available on www.sedar.com.
None of the Radiant Shares to be issued by Radiant pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issued in the Arrangement are anticipated to be issued in reliance upon the exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
SOURCE Wheels Group Inc.
For further information: Ted Irwin, Chief Financial Officer, Tel: (905) 602-2700, www.wheelsgroup.com; Patrick J. Marshall, Investor Relations, Tel: (905) 602-2700, www.wheelsgroup.com