CENF Central Freight Lines

WACO, Texas, Jan. 30 /PRNewswire-FirstCall/ -- Central Freight Lines, Inc. (NASDAQ:CENF) announced today that it has entered into a definitive merger agreement with a company controlled by Jerry Moyes. Under the terms of the agreement, all Central stockholders, other than Mr. Moyes and certain Moyes family trusts will receive cash in an amount equal to $2.25 per share of Central common stock, representing a 16.8% premium over the average closing price of Central's stock for the last 90 trading days and a 24.3% premium over the closing price of Central's stock on January 27, 2006. Mr. Moyes and certain Moyes family trusts own approximately 31.5% of Central's common shares. "This transaction represents an endorsement of our ongoing commitment to provide our customers with excellent value and service," said Bob Fasso, Chief Executive Officer and President of Central. The merger agreement has been unanimously approved by Central's Board of Directors based upon the unanimous recommendation of a special committee of its independent directors. The transaction is expected to close during the second quarter of 2006, subject to a number of conditions, including approval of the merger agreement and merger by holders of a majority of the outstanding shares of Central's common stock held by Central's shareholders other than Mr. Moyes and certain Moyes family trusts and resolution of pending shareholder litigation. The agreement includes customary provisions permitting Central's board to accept an alternative proposal if that proposal is more favorable to the company's stockholders, subject to expense reimbursement and payment of a termination fee. Morgan Keegan & Company, Inc. acted as financial advisor and Blackwell Sanders Peper Martin LLP served as legal advisor to the special committee. Central plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. Stockholders are urged to read the Proxy Statement carefully when it becomes available because it will contain important information about Central, the transaction and related matters. Stockholders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by Central through the SEC's web site at http://www.sec.gov/ . In addition, stockholders will be able to obtain free copies of the Proxy Statement from Central. This press release contains forward-looking statements that involve risk, assumptions, and uncertainties that are difficult to predict. Statements that constitute forward-looking statements are usually identified by words such as "anticipates," "believes," "estimates," "projects," "expects," "plans," "intends," or similar expressions. These statements are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual events may differ materially from those set forth in the forward-looking statements. We undertake no obligation to update any of these forward-looking statements. With respect to statements regarding the consummation of the merger transaction, the following factors, among others, could cause actual results to differ materially from those in forward-looking statements: the risk that our business will suffer due to uncertainties caused by the announcement of the transaction; the risk that we may not be able to obtain third party and stockholder approvals necessary to consummate the transaction; as well as the risk that the transaction will not close for other reasons. Central Freight Lines, Inc. is a non-union less-than-truckload carrier specializing in regional overnight and second day markets in the Midwest, Southwest, West Coast and Pacific Northwest. Utilizing marketing alliances, Central provides service to the Great Lakes, Northeast, Southeast, Mexico and Canada. Corporate Contact: Jeff Hale, Chief Financial Officer (480) 361-5295 FCMN Contact: sowen@centralfreight.com http://www.newscom.com/cgi-bin/prnh/20040205/DACENTRALLOGO http://photoarchive.ap.org/ DATASOURCE: Central Freight Lines, Inc. CONTACT: Jeff Hale, Chief Financial Officer of Central Freight Lines, Inc., +1-480-361-5295, or Web site: http://www.sec.gov/ Web site: http://www.centralfreight.com/

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