Forward Air Seeks Delaware Reincorporation via Merger

Forward Air has filed to merge with its subsidiary, FA-Delaware Corp., in a bid to reincorporate in Delaware, as stated in an April 30 security filing. The board believes Delaware's business-friendly laws will provide the flexibility required to engage in transactions beneficial to shareholders. This reincorporation will be put to vote at the company's annual meeting on June 11, and should it pass, operational activities will remain in Greeneville, Tennessee. A challenging year following its Omni acquisition prompted Forward Air to review strategic alternatives, including a potential sale, to enhance shareholder value. The board believes the Delaware move would allow broader participation in this process, as current Tennessee laws restrict mergers with interested shareholders for five years. Notable among these shareholders is Clearlake Group, which holds nearly 14% of Forward Air's stock. As they explore sale opportunities, Forward Air is also focusing on operational efficiencies and leadership restructuring. Their efforts are reflected in the improved Q1 operational income, which rose by $70 million, and in better pricing and margins in the expedited freight segment.