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.
Forward-Looking Information
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.