Omni Logistics sues Forward Air to make it follow through on $3.2 billion takeover offer

Logistics service provider (LSP) Omni Logistics is suing Forward Air Corp. to enforce its $3.2 billion takeover offer after Forward Air said last week that it was looking into ways to terminate the acquisition deal that would have combined the two companies’ expedited less than truckload (LTL) freight businesses. 

Dallas-based Omni filed its lawsuit yesterday in the Delaware Court of Chancery, seeking to require Forward Air to complete the transaction it had originally announced in an August 10 merger announcement. Omni also asked for a judicial declaration confirming that it has complied with all required provisions of that merger agreement. The company has requested a trial and a ruling before February 10, 2024, when the merger agreement expires.

The lawsuit comes after Tennessee-based Forward Air said October 26 that it was exploring ways to terminate that merger offer, following another lawsuit by a group of Forward Air’s own investors that sought to block the acquisition. In that announcement, Forward Air executives said that Omni had not complied with certain of obligations in the merger agreement.

Forward Air declined to comment on the new lawsuit, pointing to its October 26 statement to describe its position.

In addition to filing the lawsuit, Omni CEO J.J. Schickel shared a public letter to the shareholders of Forward Air, saying that the company strongly believes the merger will create significant value for Forward Air, Omni, and their collective stakeholders.

“The industry has been evolving towards a more integrated service model for customers, accelerated by the supply chain disruptions and heightened customer focus on cost and efficiencies that have marked the past few years,” Schickel said in the letter. “That evolution underlies the fundamental strategic logic at the core of our transaction: combining Forward Air and Omni enables our two companies to meet the evolving needs of customers by creating an all-in-one expedited LTL partner that removes a meaningful layer of cost and complexity, without sacrificing service and with the experience and expertise of our highly seasoned, proven commercial team.”

Editor's note: This article was revised on November 2 to clarify that Forward Air's total acquisition bid for Omni is worth $3.2 billion, counting both cash and stock payments.