Radiant Logistics Provides Update Regarding Wheels Group Inc. Shareholder Approval of Pending Arrangement
BELLEVUE, WA March 26, 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 informed Radiant that, at its special meeting of shareholders held today (the “Meeting”), holders of common shares of Wheels approved the previously-announced arrangement (the “Arrangement”) between Wheels, Radiant and its wholly-owned subsidiary, Radiant Global Logistics Ltd. (formerly Radiant Global Logistics ULC) (the “Purchaser Subsidiary”).
Pursuant to the Arrangement, the Purchaser Subsidiary has agreed, subject to the terms and conditions of the arrangement agreement dated January 20, 2015 among Wheels, Radiant and the Purchaser Subsidiary (the “Arrangement Agreement”), to acquire all of the outstanding common shares of Wheels by way of the Arrangement.
According the Wheels, the Arrangement was approved by approximately 100% of the votes cast at the Meeting. In addition, the Arrangement was approved by approximately 100% of the votes cast at the Meeting excluding the votes cast by “interested parties” as required pursuant to Multilateral Instrumental 61-101 – Protection of Minority Security Holders in Special Transactions. In addition, the share portion of the of the merger consideration payable pursuant to the Arrangement has been over-subscribed, and therefore Radiant expects to issue to Wheels’ shareholders the maximum allocation of 6.9 million shares of its common stock.
Wheels expects to apply for final court approval of the Arrangement on March 31, 2015. Subject to obtaining the final court approval and the remaining conditions to closing being satisfied, it is anticipated that the closing of the Arrangement will occur in early April of 2015.
Additional information about the Arrangement is set forth in: (i) Wheels’ management information circular dated February 24, 2015, which can be accessed online under Wheels’ issuer profile on SEDAR at www.sedar.com; and (ii) Radiant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 23, 2015, which can be accessed online 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.