HOUSTON -- Hennessy Capital Acquisition Corp. (HCAC) and Daseke Inc. reported December 22 that they have entered into a definitive merger agreement that would allow Daseke to become a NASDAQ-listed public company.
Daseke is a leading consolidator of the open-deck freight market in North America, according to a joint press release from the two companies. Since being founded in 2009, Daseke has grown both organically and through mergers from $30 million to $679 million in 2015, representing a compound annual growth rate of 68 percent. Daseke's family of companies is believed to be the largest owner of open-deck equipment and the second largest open-deck transportation and logistics solutions company in North America. Being a public company, the press release stated, will allow Daseke to 1) add more companies to the Daseke family, 2) provide stock ownership plans for all employees and 3) support organic growth to ensure a modern, efficient and safe fleets.
"HCAC is extremely pleased to partner with Daseke's management team to oversee the continued growth of the company through access to the capital markets," said Daniel J. Hennessy, Chairman and CEO of HCAC. "Daseke is an ideal target for our investment vehicle, which is focused exclusively on best-in-class, industrial growth companies. We believe our business combination with the Daseke Team of Teams will benefit all shareholders and enable the company to accelerate its consolidation of the open-deck freight sector."
Daseke will continue to be led by Don Daseke.
"We are excited to have HCAC join our Daseke family as we become a NASDAQ-listed public company,” Daseke said. “HCAC shares our philosophy of investing in people. We believe this formidable combination will enable us to continue to add more outstanding open-deck companies to the Daseke family. We are the largest owner and operator focused on this very fragmented, $133 billion a year, open-deck transportation market, of which we believe we have less than 1% of the market share. We believe Daseke has the most experienced management team in the open-deck and specialized transportation industry."
HCAC will acquire all of the outstanding capital stock of Daseke in an all-stock merger transaction. The proposed transaction will introduce Daseke as a publicly traded company, with an anticipated initial enterprise value of approximately $702 million. In connection with the merger, HCAC will change its name to Daseke, Inc. and apply to continue to list its common stock and warrants on the NASDAQ Capital Market under the ticker symbols "DSKE" and "DSKEW," respectively.
Under the terms of the merger agreement, the aggregate consideration payable upon closing will be $626 million, consisting entirely of newly issued shares of HCAC common stock at a value of $10.00 per share, subject to certain adjustments for Daseke's cash, indebtedness, unpaid income taxes and unpaid transaction expenses and the repurchase of shares held by certain existing Daseke stockholders.
Upon completion of the proposed transaction, HCAC Chairman and CEO Daniel J. Hennessy and President, COO and director Kevin Charlton will join the Daseke board of directors, which will consist of seven members, including Daseke Chairman and CEO Don Daseke and Executive Vice President and CFO Scott Wheeler, as well as three additional independent directors who serve on the Daseke board.
The proposed transaction is subject to customary closing conditions, including regulatory and stockholder approvals and the receipt of proceeds from the proposed debt and equity financing activities, and is expected to close promptly following HCAC's special meeting of stockholders to approve the proposed transaction. Upon consummation of the proposed transaction, it is anticipated that Daseke management will own approximately 50% of the combined company common stock (assuming redemptions of approximately 67%). The parties expect the merger will be completed in the first quarter of 2017.
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