Radiant Logistics Provides Update on Pending Acquisition of Canada-Based Wheels Group Inc.
BELLEVUE, WA February 24, 2015 – Radiant Logistics, Inc. (“Radiant”) (NYSE MKT: RLGT) today provided an update on its pending acquisition of Wheels Group, Inc. (“Wheels”) (TSXV: WGI). Wheels has obtained an interim order from the Ontario Superior Court of Justice (Commercial List) (the “Interim Order”) with respect to the previously-announced plan of arrangement (the “Arrangement”) between Wheels, Radiant and its wholly-owned subsidiary, Radiant Global Logistics ULC.
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 expects to mail to its shareholders in the coming days a Management Information Circular (the “Circular”), a 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 favor 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.
Additional information about the Arrangement is set forth in Radiant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 23, 2015, and which is located under Radiant’s issuer profile at www.sec.gov, and on Radiant’s website at www.radiantdelivers.com.
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.
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.
This announcement contains 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. Actual results may differ significantly from management’s expectations. Forward-looking statements include statements that are not historical facts and are generally, but not always, identified by the use of words such as “anticipate”, “continue”, “estimate”, “expect”, “expected”, “intend”, “may”, “will”, “project”, “plan”, “should”, “believe” and similar expressions (including negative variations), These forward-looking statements involve risks and uncertainties that include, among others, risks discussed in our filings with the SEC and the following additional uncertainties and assumptions that relate to: Radiant’s ability to close the acquisition of Wheels, which involves a number of factors including its ability to secure the requisite court approval of the Arrangement, Wheels shareholder approval, anticipated financing, and the satisfaction of other conditions to consummation of the transaction. More information about factors that potentially could affect Radiant’s financial results is included Radiant’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. Radiant disclaims any intention or obligation to update any forward-looking statement even if new information becomes available, as a result of future events or for any other reason. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.
None of the shares to be issued by Radiant in connection with the Arrangement 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.