Forward Air seeks shareholder approval to move incorporation to Delaware to attract potential buyers

From Yahoo Finance: 2025-05-02 15:55:00

Forward Air is seeking shareholder approval to move its incorporation from Tennessee to Delaware, providing more options amid a strategic review post a controversial merger with Omni Logistics. The move could facilitate a potential sale. The plan doesn’t involve ownership or operational changes and won’t relocate its Tennessee headquarters.

The Board believes the move to Delaware would enhance corporate governance and protect shareholder rights, aiming to maximize long-term value. The new plan, approved on Tuesday, could attract broader interest from potential buyers as Forward explores strategic alternatives.

Clearlake Group, holding 13.8% of Forward’s shares last year, may be involved in a transaction. Tennessee law limits business combinations with interested shareholders at 10%, while Delaware sets the limit at 15%.

Forward’s share price dropped by up to 90% since the controversial merger announcement in 2023. Even facing legal challenges, Forward and Omni closed the deal in early 2024, leaving Forward with significant debt.

Shareholders urge Forward to consider a sale to rectify capital allocation missteps, with shares down 84% since the merger announcement. Delaware’s corporate laws are preferred for their predictability and flexibility.

Forward will release first-quarter results after the market closes on Wednesday, with an earnings call scheduled for the same day.



Read more at Yahoo Finance: Forward Air looks for a fresh start in Delaware