SCS Transportation Reaches Agreement with Starboard Value and Opportunity Master Fund; Jeff Ward Appointed to Board of Director
March 02 2006 - 9:00AM
Business Wire
SCS Transportation, Inc. (NASDAQ: SCST) and Starboard Value and
Opportunity Master Fund Ltd. and its affiliates ("Starboard") today
announced that they have reached an agreement relating to the 2006
Annual Meeting of Stockholders of SCS Transportation. Under the
terms of the Settlement Agreement, the Company has appointed one of
Starboard's proposed candidates, Jeff Ward, a well-regarded
transportation expert, as a new independent director to the Board
of Directors effective immediately. Mr. Ward will join Bert
Trucksess, SCS Transportation's Chairman, President and Chief
Executive Officer, and James Olson, Chairman of SCS
Transportation's Audit Committee, as candidates for election at the
2006 Annual Meeting. Starboard has withdrawn its nomination of
candidates for election to the Board of Directors at the upcoming
Annual Meeting and has agreed to vote its shares in favor of each
of the Board's nominees. The Annual Meeting is scheduled for April
20, 2006. Mr. Trucksess said, "We are pleased that this matter has
been resolved in a manner that serves the best interests of all SCS
Transportation stockholders. Our Board of Directors and management
remain focused on building upon the positive momentum of our
largest subsidiary, Saia, a leading multi-region LTL carrier, while
we continue to pursue profitability improvement at Jevic, a hybrid
LTL and truckload carrier. Furthermore, as we announced on January
24, 2006, our board is actively working with Morgan Keegan,
exploring a range of strategic alternatives to enhance stockholder
value." Douglas Rockel, lead independent director of SCS
Transportation's Board of Directors, said, "The Board of Directors
is committed to enhancing value for all SCS Transportation
stockholders. We welcome the input we have received from Starboard
and believe this agreement represents a positive result for our
Company. We look forward to working closely with Mr. Ward and
benefiting from his years of relevant industry experience to help
the Company continue to enhance stockholder value." On behalf of
Starboard, Jeffrey Smith, a Managing Director of Ramius Capital
Group, said, "We are pleased to be able to work constructively with
SCS Transportation with the shared goal of maximizing the value of
the Company. We believe the Board is committed to exploring
alternatives with Morgan Keegan and then completing whichever of
the alternatives they determine will maximize stockholder value. We
have worked closely with Jeff Ward in assessing the potential value
of SCS Transportation and are confident that his immediate
appointment to the SCS Transportation Board of Directors will serve
the best interests of SCS Transportation and its stockholders."
Jeff Ward currently serves as a Vice President at A.T. Kearney,
Inc., a global management consulting firm and a leader in supply
chain and transportation consulting, where he is responsible for
consulting assignments with a focus on the North American freight
market. Mr. Ward has been employed by A.T. Kearney since August
1991. He has led multiple engagements for clients in the North
American freight market. His areas of expertise include corporate
and marketing strategy, post merger integration, restructuring and
privatization, network operations, mergers and acquisitions and
operations effectiveness. Prior to joining A.T. Kearney, Mr. Ward
served in a variety of positions at a family-owned interstate
less-than-truckload (LTL) company from 1980 to 1987. Mr. Ward
received a Masters of Business Administration in Finance from The
Wharton School, University of Pennsylvania, a Masters in
Transportation from the University of Pennsylvania, and a B.A. in
History from Columbia College, Columbia University. About SCS
Transportation SCS Transportation, Inc. provides trucking
transportation and supply chain solutions to a broad base of
customers across the United States. With annual revenue of $1.1
billion, the Company focuses on regional and interregional
less-than-truckload (LTL), and selected truckload (TL) and
time-definite services. Operating subsidiaries are Saia, a
multi-region LTL carrier based in Duluth, Ga., and Jevic, a hybrid
LTL and truckload carrier based in Delanco, N.J. Headquartered in
Kansas City, Mo., SCST has approximately 9,600 employees
nationwide. About Starboard Value and Opportunity Master Fund Ltd.
Starboard Value and Opportunity Master Fund invests primarily in
the securities of U.S. public companies that are believed to be
undervalued. Starboard Value and Opportunity Master Fund Ltd. is an
affiliate of Ramius Capital Group, LLC. About Ramius Capital Group,
LLC Ramius Capital Group is a registered investment advisor that
manages assets of $7.3 billion in a variety of alternative
investment strategies. Ramius Capital Group is headquartered in New
York with offices located in London, Tokyo, Hong Kong, Munich, and
Vienna. Forward Looking Statements The Securities and Exchange
Commission encourages companies to disclose forward-looking
information so that investors can better understand the future
prospects of a company and make informed investment decisions. This
news release contains these types of statements, which are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as
"anticipate," "estimate," "expect," "project," "intend," "may,"
"plan," "predict," "believe" and similar words or expressions are
intended to identify forward-looking statements. Investors should
not place undue reliance on forward-looking statements, and the
Company undertakes no obligation to publicly update or revise any
forward-looking statements. All forward-looking statements reflect
the present expectation of future events of our management and are
subject to a number of important factors, risks, uncertainties and
assumptions that could cause actual results to differ materially
from those described in any forward-looking statements. These
factors and risks include, but are not limited to, general economic
conditions; the effects and outcomes of strategic evaluations; cost
and availability of qualified drivers, fuel, purchased
transportation, property, revenue equipment and other operating
assets; governmental regulations, including but not limited to
Hours of Service, engine emissions, compliance with recent
legislation requiring companies to evaluate their internal control
over financial reporting and Homeland Security; dependence on key
employees; inclement weather; labor relations; integration risks;
effectiveness of company-specific performance improvement
initiatives; competitive initiatives and pricing pressures;
terrorism risks; self-insurance claims, equity-based compensation
and other expense volatility; the Company's determination from time
to time whether to purchase any shares under the repurchase
program; and other financial, operational and legal risks and
uncertainties detailed from time to time in the Company's SEC
filings.
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