Item 8.01 Other Events.
As previously disclosed, on September 9, 2021, Echo Global Logistics, Inc., a
Delaware corporation ("Echo" or the "Company"), entered into an Agreement and
Plan of Merger (the "Merger Agreement") by and among, Einstein Midco, LLC, a
Delaware limited liability company ("Parent"), Einstein Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and
the Company, providing for the merger of Merger Sub with and into the Company
(the "Merger") with the Company surviving the Merger as a wholly owned
subsidiary of Parent. Capitalized terms used herein but not otherwise defined
have the meaning set forth in the Merger Agreement. Parent and Merger Sub are
owned and controlled by funds managed by The Jordan Company, L.P. ("TJC").
The completion of the Merger is conditioned upon, among other things, the
expiration of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), relating to the
consummation of the Merger. The applicable waiting period under the HSR Act with
respect to the Merger expired at 11:59 p.m., Eastern Time, on October 25, 2021.
The completion of the Merger remains subject to other customary closing
conditions, including the approval of the Merger Agreement by Echo stockholders.
Echo continues to expect the Merger to close in the fourth quarter of 2021.
Important Information for Investors and Stockholders
Important Information and Where to Find it
In connection with the proposed transaction between Echo and TJC, Echo has filed
with the Securities and Exchange Commission ("SEC") a definitive proxy statement
on October 21, 2021 (the "Proxy Statement"). Echo may also file other documents
with the SEC regarding the proposed transaction. This document is not a
substitute for the Proxy Statement or any other document which Echo may file
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT 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
Proxy Statement and other documents that are filed or will be filed with the SEC
by Echo through the website maintained by the SEC at www.sec.gov, Echo's
investor relations website at https://ir.echo.com or by contacting the Echo
investor relations department at the following:
Echo Global Logistics, Inc.
ir@Echo.com
(800) 354-7993
Certain Information Regarding Participants
The Company and certain of its directors, executive officers and other members
of management and employees may be deemed to be participants in the solicitation
of proxies from the stockholders of the Company in connection with the proposed
transaction. Information about the directors and executive officers of the
Company is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2020, which was filed with the SEC on February 26, 2021, and in its
proxy statement for its 2021 annual meeting of stockholders, which was filed
with the SEC on April 30, 2021. Echo stockholders may obtain additional
information regarding the direct and indirect interests of the participants in
the solicitation of proxies in connection with the proposed transaction,
including the interests of Echo directors and executive officers in the
transaction, which may be different than those of Echo stockholders generally,
by reading the Proxy Statement and any other relevant documents that are filed
or will be filed with the SEC relating to the transaction. You may obtain free
copies of these documents using the sources indicated above.
Forward-Looking Statements
All statements made in this Form 8-K, other than statements of historical fact,
are or may be deemed to be forward-looking statements. These statements are
forward-looking statements under the federal securities laws. We can give no
assurance that any future results discussed in these statements will be
achieved. These statements are based on current plans and expectations of Echo
Global Logistics, Inc. and involve risks, uncertainties and other factors that
may cause our actual results, performance or achievements to be different from
any future results, performance or achievements expressed or implied by these
statements. Actual results could differ materially from those contained in any
forward-looking statement as a result of various factors, including, without
limitation: (1) conditions to the closing of the transaction may not be
satisfied and required regulatory approvals may not be obtained? (2) the
transaction may involve unexpected costs, liabilities or delays? (3) the
business of the Company may suffer as a result of uncertainty surrounding the
transaction? (4) the outcome of any legal proceedings related to the
transaction? (5) the Company may be adversely affected by other economic,
business, legislative, regulatory and/or competitive factors? (6) the occurrence
of any event, change or other circumstances that could give rise to the
termination of the merger agreement? (7) risks that the transaction disrupts
current plans and operations and the potential difficulties in employee
retention as a result of the transaction? (8) the failure to obtain the
necessary debt financing arrangements set forth in the commitment letter
received in connection with the transaction? and (9) other risks to consummation
of the transaction, including the risk that the transaction will not be
consummated within the expected time period or at all. If the transaction is
consummated, the Company's stockholders will cease to have any equity interest
in the Company and will have no right to participate in its earnings and future
growth. Additional factors that may affect the future results of the Company are
set forth in its filings with the SEC, including its Annual Report on Form 10-K
for the year ended December 31, 2020, which are available on the SEC's website
at www.sec.gov. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date thereof.
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