USA Truck: Knight Offer 'Substantially Undervalues' Our Company

by Lance Turner  on Friday, Sep. 27, 2013 7:31 am  

USA Truck said it is "disappointed not only that Knight decided to make its proposal public this morning, but did so in a misleading manner."

In a statement released late Thursday, USA Truck Inc. of Van Buren said Knight Transportation's $9 per-share takeover offer "substantially undervalues" the company and called Knight's method of disclosing the deal to the public "misleading."

Earlier Thursday, Phoenix-based Knight issued a news release saying USA Truck had rejected a $242 million takeover deal. Knight, which is also publicly traded, said it already owns about 8 percent of USA Truck's shares. It said it was "confident" that USA Truck shareholders would see its offer as "significantly more attractive than USA Truck's standalone prospects."

In its statement (PDF), USA Truck said its board of directors had reviewed Knight's latest offer, submitted Aug. 28, and "unanimously concluded that the proposal substantially undervalues USA Truck and is not in the best interests of USA Truck and its shareholders."

The company also said that, in light of previous discussions with Knight, it is "disappointed not only that Knight decided to make its proposal public this morning, but did so in a misleading manner."

In its news release and SEC filing on Thursday, Knight cast USA Truck as unwilling to meet with Knight executives to talk about a deal.

USA Truck said that after it rejected Knight's Aug. 28 offer, it offered to meet with Knight to talk about why it "viewed Knight's proposal as inadequate."

"Surprisingly, on September 13, 2013, Knight rejected the company's offer to meet and informed USA Truck that it saw no point in engaging in further transaction discussions with USA Truck at that time," USA Truck said in its statement.

USA Truck also said that it was still open "to all strategic options, including further discussions with Knight." But it added that the company thinks its plan "will offer superior value" to shareholders.

USA Truck has been retooling its business since last year, when it began making management changes and re-evaluating its business after reporting its biggest quarterly loss ever. New USA Truck CEO John Simone, who joined the company in February, has been evaluating the company's strategy as a short-haul carrier and has said he sees the foundation in place for a strong company.

Also last year, the company adopted a shareholders' rights plan designed to protect USA Truck and its shareholders from an unwanted takeover. At the time, USA Truck said it wasn't aware of "any pending unsolicited takeover offer for the Company."

"The Rights Plan is designed to ensure that all USA Truck stockholders are treated fairly in the event of an unsolicited takeover attempt regarding the Company," USA Truck said in November. "It is not intended to prevent a takeover of the Company on terms that are fair to and in the best interests of stockholders."

The plan is set to be in place for two years to give USA Truck time to implement its turnaround. The rights will become exercisable only if a person or group acquires 15 percent or more of the company's common stock.



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