Central Freight Lines, Inc. Moves Towards Completion of Merger With Moyes- Owned Company
21 6월 2006 - 6:23AM
PR Newswire (US)
WACO, Texas, June 20 /PRNewswire-FirstCall/ -- Central Freight
Lines, Inc. (NASDAQ:CENF) announced today that it has moved towards
completion of its previously announced Merger transaction by
responding to comments from the Securities and Exchange Commission
(the "SEC"). 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. In announcing yesterday's filing with the SEC, Bob
Fasso, Central's Chief Executive Officer and President stated: "We
currently expect to mail the finalized definitive proxy statement
to stockholders in July. The proxy statement will solicit proxies
for voting on the Merger transaction at our Annual Meeting, which
will be held approximately 30 days from the date the proxy
statements are mailed to our stockholders." Jerry Moyes added: "I
am pleased with the progress made on the Merger and look forward to
closing the transaction as soon as possible." 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 SEC for its 2006 Annual
Meeting of Stockholders. On May 16, 2006, Central received comments
from the SEC, which Central believes were addressed in the filing
on June 19, 2006. Once the SEC's review of the proxy statement is
finalized, the definitive proxy statement will be mailed to
Central's stockholders to solicit proxies for voting on the Merger
and other matters presented at the Annual Meeting. 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. 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, the
Company 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.centralfreight.com/
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