UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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¨ Preliminary proxy statement
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¨ Definitive Proxy Statement
¨ Definitive Additional Materials
þ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EGL, INC.
(Name of Registrant as Specified in Its Charter)
CEVA GROUP PLC
(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
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For Immediate Release
CEVA LOGISTICS ISSUES STATEMENT ON STATUS OF EGL OFFER
Amsterdam, May 18, 2007 -- CEVA Group Plc, an Apollo Management VI, L.P. portfolio company, today issued the following statement:
On Wednesday evening, May 16, CEVA was advised that the Special Committee of the EGL Board had unanimously recommended the CEVA proposal of $46.00 per share in cash as a Superior Proposal, as defined in EGL’s current merger agreement at $38.00 per EGL share with the Crane group, led by EGL’s CEO, James R. Crane. According to EGL, the Special Committee did not receive a revised proposal from the Crane group prior to the close of business on Wednesday, the time at which the right to match CEVA’s superior proposal expired. EGL issued a press release on Thursday morning, May 17 confirming that CEVA’s offer had been deemed superior and that the Special Committee has recommended that the full Board of Directors terminate the merger agreement with the Crane group and enter into an agreement with CEVA.
As of 9:00 pm EDT Thursday evening, the CEVA Group has received no formal response from the EGL Board. CEVA awaits such a response and has extended its offer until the close of business on Friday, May 18, 2007. At this time, it is uncertain whether CEVA’s offer and the recommendation of the Special Committee will be accepted by the EGL Board.
About CEVA Logistics
CEVA Logistics (formerly known as TNT Logistics) is a leading global logistics and supply chain management company. It designs, implements and operates complex supply chain solutions on a national, regional or global scale for multinational and large local companies. The company provides customers with end-to-end logistics solutions spanning the entire supply chain. CEVA focuses on a diverse range of market sectors including automotive, tyres, high-tech/electronics, industrial, fast moving consumer goods, and publishing & media. CEVA employs approximately 38,000 people and operates an extensive global network with facilities in 26 countries worldwide, and maintains 567 warehouses globally with a combined space of approximately 7.4 million square meters. For fiscal year 2006, CEVA reported sales of 3.5 billion. CEVA is owned by affiliates of Apollo Management, L.P., one of the leading private equity investors in the world. For more information please visit the CEVA web site at www.cevalogistics.com.
About Apollo Management
Founded in 1990, Apollo is a recognized leader in private equity, debt and capital markets investing. Since its inception, Apollo has successfully invested over $16 billion in companies representing a wide variety of industries, both in the U.S. and internationally. Apollo is currently investing its sixth private equity fund, Apollo Investment Fund VI, L.P., which along with related co-investment entities, has approximately $12 billion of committed capital.
Apollo's current and past investments in the distribution, transportation and logistics industries include Pacer International, Quality Distribution, Metals USA and United Agri-Products, and it has other investments in portfolio companies including Affinion, AMC Entertainment, Berry Plastics, Goodman Global, Hexion Specialty Chemicals (which includes the former coatings and inks resins division of Akzo Nobel and Resolution Performance Products formerly owned by Royal Dutch Shell), Momentive, Realogy, Rexnord, and Unity Media.
Important Additional Information to be Filed with the SEC
In connection with the proposed merger agreement that CEVA may enter into with EGL, EGL will be required to file a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders may obtain a free copy of the proxy statement and other relevant documents (when available) filed with the SEC from the SEC’s website at http://www.sec.gov. EGL’s security holders and other interested parties will also be able to obtain, without charge, a copy of this press release from CEVA’s website, www.cevalogistics.com. EGL has indicated that its security holders and other interested parties will be able to obtain, without charge, other relevant documents (when available), including a copy of the proxy statement, by directing a request by mail or telephone to Investor Relations, EGL, Inc., 15350 Vickery Drive, Houston, Texas 77032, telephone (281) 618-3100, or from the Company’s website, www.eaglegl.com.
CEVA may be deemed to be a participant in the solicitation of proxies from EGL’s shareholders with respect to a proposed merger. CEVA does not own any securities of EGL.
EGL and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from EGL’s shareholders with respect to a merger. Information about EGL’s directors and executive officers and their ownership of EGL’s common stock is set forth in EGL’s amendment to its Form 10-K filing for the fiscal year ended December 31, 2006, filed April 30, 2007, and other recent filings made by EGL with the SEC, as well as the proxy statement and other relevant documents regarding a merger which EGL will be required to file with the
| SEC. |
Apollo Management Media Contacts:
Anna Cordasco/Jonathan Gasthalter
Sard Verbinnen & Co
(212) 687-8080