KNIGHT TRANSPORTATION, INC. (NYSE:KNX) Files An 8-K Other Events
Item 8.01
| Other Events |
On April 9, 2017, Knight Transportation, Inc. (Knight) entered
into an Agreement and Plan of Merger (the Merger Agreement) with
Swift Transportation Company, a Delaware corporation (Swift), and
Bishop Merger Sub, Inc., an Arizona corporation and direct wholly
owned subsidiary of Swift.
On April 10, 2017, Knight and Swift issued a joint press release
announcing, among other things, the entry into the Merger
Agreement. The text of the press release is attached as Exhibit
99.1 and is incorporated herein by reference. In addition, a
conference call and webcast was held on April 10, 2017 regarding
the proposed transaction during which the speakers discussed the
presentation that is attached hereto as Exhibit 99.2 and
incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| EXHIBIT | |
| NUMBER | EXHIBIT DESCRIPTION |
| 99.1 | Joint Press Release, dated April 10, 2017. |
| 99.2 | Investor Presentation, dated April 10, 2017. |
Additional Information and Where You Can Find It
In connection with the proposed transaction, Knight and Swift
will file with the Securities and Exchange Commission (SEC) a
registration statement on Form S-4 that will include a joint
proxy statement of Knight and Swift and that also will constitute
a prospectus for the shares being issued to the Knight
shareholders in the proposed transaction. Knight and Swift also
may file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for the joint
proxy statement/prospectus or registration statement or any other
document which Knight or Swift may file with the SEC. INVESTORS
AND SECURITY HOLDERS OF KNIGHT AND SWIFT ARE URGED TO READ THE
REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders
may obtain free copies of the registration statement and the
joint proxy statement/prospectus (when available) and other
documents filed with the SEC by Knight and Swift through the web
site maintained by the SEC at www.sec.gov or by contacting the
investor relations department of Knight or Swift at the
following:
Knight Transportation, Inc.
2002 North 19th Avenue
Phoenix, AZ 85027
Attention: Investor Relations
1 (602) 606-6315
Swift Transportation Company
2200 South 75th Avenue
Phoenix, AZ 85043
Attention: Investor Relations
1 (602) 269-9700
This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This document is not a
substitute for the prospectus or any other document that Swift
may file with the SEC in connection with the proposed
transaction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended
Participants in the Solicitation
Knight, Swift, and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding Knight’s directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, is contained in Knights Form 10-K for the year ended
December 31, 2016 and its annual meeting proxy statement filed on
March 31, 2017, which are on file with the SEC. Information
regarding Swifts directors and executive officers, including a
description of their direct interests, by security holdings or
otherwise, is contained in Swifts Form 10-K for the year ended
December 31, 2016 and its annual meeting proxy statement filed on
April 22, 2016, which are filed with the SEC. A more complete
description will be available in the registration statement on
Form S-4 and the joint proxy statement/prospectus.
Cautionary Statement Regarding Forward-Looking
Statements
This report may contain forward-looking statements within the
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as expect, anticipate, intend, plan, believe,
seek, see, will, would, target, similar expressions, and
variations or negatives of these words. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the consummation of
the proposed transaction and the anticipated benefits thereof.
These and other forward-looking statements, including the failure
to consummate the proposed transaction or to make or take any
filing or other action required to consummate such transaction on
a timely matter or at all, are not guarantees of future results
and are subject to risks, uncertainties and assumptions that
could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk
factors that may cause such a difference include, but are not
limited to, (i) the completion of the proposed transaction on
anticipated terms and timing, including obtaining shareholder and
regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness,
financial condition, losses, future prospects, business and
management strategies for the management, expansion and growth of
the new combined companys operations and other conditions to the
completion of the merger, (ii) the ability of Knight and Swift to
operate the business successfully and to achieve anticipated
synergies, (iii) potential litigation relating to the proposed
transaction that could be instituted against Knight, Swift or
their respective directors, (iv) the risk that disruptions from
the proposed transaction will harm Knight’s or Swift’s
business, including current plans and operations, (v) the ability
of Knight and Swift to retain and hire key personnel, (vi)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the merger,
(vii) uncertainty as to the long-term value of the combined
company’s common stock, (viii) continued availability of capital
and financing and rating agency actions, (ix) legislative,
regulatory and economic developments, and (x) unpredictability
and severity of catastrophic events, including, but not limited
to, acts of terrorism or outbreak of war or hostilities, as well
as managements response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed
merger, will be more fully discussed in the joint proxy
statement/prospectus that will be included in the registration
statement on Form S-4 that will be filed with the SEC in
connection with the proposed merger. While the list of factors
presented here is, and the list of factors to be presented in the
registration statement on Form S-4 are, considered
representative, no such list should be considered to be a
complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those
anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar
risks, any of which could have a material adverse effect on
Knight-Swift financial condition, results of operations, credit
rating or liquidity. Neither Knight nor Swift assumes any
obligation to publicly provide revisions or updates to any
forward looking statements, whether as a result of new
information, future developments or otherwise, should
circumstances change, and any such obligation is specifically
disclaimed, except as otherwise required by securities and other
applicable laws.
About KNIGHT TRANSPORTATION, INC. (NYSE:KNX)
Knight Transportation, Inc. is a provider of multiple truckload transportation and logistics services, which involve the movement of trailer or container loads of freight from origin to destination for a single customer. The Company operates through two segments: Trucking and Logistics. Its Trucking segment consists of three operating units: dry van truckload, temperature-controlled truckload and drayage services. The Trucking segment provides truckload transportation, including services of various products, goods and materials. Its Logistics segment consists of two operating units: freight brokerage services and rail intermodal. It provides logistics, freight management and other non-trucking services to its customers, through its Logistics segment. It provides a range of truckload and logistics services through its nationwide network of service centers, truckload tractor fleets and its contractual access to third-party capacity providers. It operates primarily in the United States. KNIGHT TRANSPORTATION, INC. (NYSE:KNX) Recent Trading Information
KNIGHT TRANSPORTATION, INC. (NYSE:KNX) closed its last trading session up +3.73 at 34.38 with 855,634 shares trading hands.