Omni Logistics Responds to Forward Air Counterclaim

Denies Baseless Forward Air Claims; Reiterates Compelling Benefits to Shareholders by Creating the Premier Global Expedited LTL Provider

DALLAS, Nov. 13, 2023 /PRNewswire/ -- Omni Logistics ("Omni"), a technology-driven provider of global multimodal logistics solutions and specialized services, today responded to the press release issued by Forward Air Corporation (NASDAQ: FWRD) ("Forward Air") regarding the companies' previously announced transaction.

Omni categorically denies the claims made in Forward Air's Counterclaim. Omni has complied with all the required provisions of the Agreement and Plan of Merger between Omni and Forward Air dated August 10, 2023 (the "Merger Agreement"). Omni has also worked diligently and cooperatively with Forward throughout the merger process to close the deal. Any attempt by Forward Air to suggest otherwise is baseless. Omni believes the Merger Agreement is legally binding and intends to enforce the Merger Agreement and close the transaction as expeditiously as possible.

Omni also notes that Forward Air has yet to provide any refutation of the strategic rationale of the planned combination. Every day Forward Air delays in fulfilling its legally binding obligations under the Merger Agreement, it incurs significant costs that are ultimately borne by its shareholders.

The benefits of the transaction are highly compelling for shareholders:

• Uniting with Omni is the most efficient, impactful, and low-risk path to achieve Forward Air's desired value creation strategy as the category leader in expedited LTL: As Omni detailed in its October 31 letter, and as Forward Air articulated in its most recent earnings call, the structural and fast-moving evolution occurring in the logistics industry makes it imperative that third-party logistics providers have direct relationships with shippers. This is why Forward Air picked Omni as its strategic combination partner over other strategies. Forward Air's management and Board have supported that rationale, as evidenced by comments from Forward Air CEO when the transaction was announced in August that this combination represents the "best way in the fastest way" to achieve that strategy.
   
• Through a combination with Omni, Forward Air can access everything it seeks to execute its business strategy: A global platform focused on the crucial expedited segment, a blue-chip client base in high-growth sectors, a highly seasoned commercial engine, deeply experienced leaders, and a sterling reputation of customer service and trust, with material synergies available.
   
• Omni's interests are aligned with Forward's shareholders: Upon the closing of the transaction, Omni's shareholders will become significant holders of Forward Air. Omni agreed to structure the transaction this way because its shareholders strongly believe in the value this partnership can create, and intend to be in it for the long haul. Omni is one of the most highly regarded private companies headquartered in the United States and regularly received inbound inquiries from leading global logistics corporations expressing interest in combining with Omni. When Forward Air reached out regarding a potential merger, the industrial logic was uniquely compelling and fit perfectly with Omni's near-term strategy of removing layers of costs from the 3PL service offerings available in the market today.

Omni remains committed to delivering a transformational outcome for Forward Air and its shareholders to maximize the potential of the combined company.

Omni is advised by Alston & Bird, LLP; King & Spalding LLP; Wachtell, Lipton, Rosen & Katz; Potter Anderson & Corroon LLP; Goldman Sachs & Co. LLC; and J.P. Morgan Securities LLC.

About Omni Logistics

Omni Logistics is a global multimodal provider of air, ocean, and ground services. Every supply chain solution is designed according to each customer's specific freight needs, challenges, and objectives, regardless of mode, time requirements, or cost. Leveraging the expertise and advanced training of an expansive global workforce in more than 100 locations, Omni Logistics focuses on removing supply chain inefficiencies and providing low cost-per-unit solutions to more than 7,000 customers worldwide. In addition to operating a full portfolio of multimodal solutions both domestically and internationally, Omni Logistics manages a robust portfolio of supplemental services for enterprises dependent on the efficient movement of high value freight.

Forward-Looking Statements

This press release includes forward-looking statements that are based on information currently available to management, management's beliefs, as well as on a number of assumptions concerning future events. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.

Media Contact

Jeremy Fielding / Nathan Riggs / Mark Fallati
Kekst CNC
KekstOmni@kekstcnc.com

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SOURCE Omni Logistics, LLC