On June 23, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Schenker, Inc., a New York corporation (“Schenker”) and Tango Merger, Inc., a Delaware corporation and a wholly owned subsidiary of Schenker (“Merger Sub”). The Merger Agreement provides that Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Schenker (the “Merger”). Schenker and Merger Sub are affiliates of DB Schenker, one of the world's leading logistics service providers.

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Each share of the Company’s common stock, par value $0.01 per share (the “Company common stock”), that is issued and outstanding immediately prior to the effective time of the Merger, other than shares to be cancelled pursuant to the Merger Agreement or shares of Company common stock held by holders who have made a valid demand for appraisal in accordance with Section 262 of the Delaware General Corporation Law, will be converted into the right to receive $31.72 in cash, without interest (the “Merger Consideration”), subject to any applicable withholding taxes;

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Each outstanding and unexercised option to purchase shares of Company common stock (whether vested or unvested and whether exercisable or unexercisable) (a “Company stock option”) will become fully vested and be cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such Company stock option and (ii) the excess of the Merger Consideration over the exercise price per share of each such Company stock option;

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Each outstanding share of restricted stock of the Company (whether vested or unvested) (“restricted stock”), will become fully vested and be cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such award of restricted stock and (ii) the Merger Consideration; and

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Each outstanding performance stock unit with respect to shares of Company common stock (whether vested or unvested) (a “PSU”), will become fully vested and be cancelled in exchange for the right to receive a cash payment, without interest and subject to applicable tax withholding, of an amount equal to the product of (i) the total number of shares of Company common stock underlying each such PSU and (ii) the Merger Consideration.

The closing of the Merger is subject to various conditions, including (i) the adoption of the Merger Agreement by holders of two-thirds of the issued and outstanding shares of Company common stock entitled to vote thereon at the stockholder meeting (the “Company Stockholder Approval”); (ii) the absence of any outstanding law, regulation, or order enacted, promulgated, issued, entered, amended or enforced by any governmental entity that restrains, enjoins or otherwise prohibits the consummation of the Merger; (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the “HSR Act”); (iv) the CFIUS (the “Committee on Foreign Investment in the United States”) Approval (as defined in the Merger Agreement); and (v) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, as of the date of the Merger Agreement and as of the date of the closing of the Merger, and compliance in all material respects with the covenants and agreements contained in the Merger Agreement. In addition, the obligation of Schenker and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement). The closing of the Merger is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur on the third business day following the satisfaction or waiver of the conditions to closing of the Merger.

Assuming the satisfaction of the conditions set forth in the Merger Agreement, including Company Stockholder Approval, the Company expects the Merger to close by the end of 2022. Until the closing, the Company will continue to operate as an independent company.

The Merger Agreement provides that, in certain circumstances, including the termination of the Merger Agreement by the Company to accept a Superior Proposal (as defined in the Merger Agreement), the termination of the Merger Agreement by Schenker following a change in recommendation by the Board, and other customary circumstances, the Company would be required to pay Schenker a termination fee of $10,000,000.

In the second quarter of 2022, the Company incurred approximately $2.1 million of Merger related costs that are recorded in the line item ‘Merger costs’ in the condensed consolidated statement of income and comprehensive income. These costs related primarily to legal costs incurred on behalf of the Company, executives, and the Board and the costs related to the fairness opinion, from a financial point of view, of the merger consideration.