Central Freight Lines, Inc. Announces Preliminary Proxy Filing for Merger; Obtains Replacement Revenue Equipment
April 17 2006 - 10:05AM
PR Newswire (US)
WACO, Texas, April 17 /PRNewswire-FirstCall/ -- Central Freight
Lines, Inc. (NASDAQ:CENF) announced today that it has made a
preliminary proxy statement filing for its previously announced
merger transaction. The merger agreement provides that a company
controlled by Jerry Moyes and certain related parties would become
the owners of Central, and Central would cease to be a publicly
traded company. Central also announced today that it has taken
possession of approximately $5.3 million in revenue equipment as
the result of a transaction facilitated by Mr. Moyes. Merger Update
On January 30, 2006, Central announced that it had entered into an
Agreement and Plan of Merger (the "Merger Agreement"), with North
American Truck Lines, LLC ("NATL") and Green Acquisition Company
("Green"). Under the Merger Agreement, Green will merge with and
into Central (the "Merger"), with Central continuing as the
surviving corporation. Both NATL and Green are controlled by Mr.
Moyes, with Green being a wholly owned subsidiary of NATL. On April
17, 2006, Central filed a preliminary proxy statement with the
Securities and Exchange Commission (the "SEC") for its 2006 Annual
Meeting of Stockholders. Once the filing is reviewed and finalized,
a definitive proxy statement will be mailed to Central's
stockholders to solicit proxies for voting at the Annual Meeting.
According to today's filing, the Merger will be submitted to a vote
of Central's stockholders at that Annual Meeting. In announcing the
filing, Bob Fasso, Central's Chief Executive Officer and President
said: "We are very pleased that this important step has been taken
toward completion of the transaction with Jerry Moyes and his
companies. We currently believe that the Merger can be completed in
July of 2006." Jerry Moyes added: "Like Bob, I am pleased that we
have taken this additional step forward today. I look forward to
completing this transaction as soon as possible." Stockholders are
urged to read the definitive proxy statement carefully when it
becomes available because it will contain important information
about Central, the merger 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 definitive
proxy statement from the company. Revenue Equipment Central also
announced today that it has taken possession of approximately $5.3
million in revenue equipment and began operating that equipment in
its fleet on April 15. The revenue equipment was made available to
Central through arrangements facilitated by Mr. Moyes, and is being
leased from one of his affiliates on a short-term basis pending
completion of Merger on terms that Central believes are favorable.
About Central 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 also
provides service to the Great Lakes, Northeast, Southeast, Mexico,
and Canada. 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, 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.
Corporate Contact: Jeff Hale, Chief Financial Officer (480)
361-5295 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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