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Published on 5/17/2007 in the Prospect News Special Situations Daily.

EGL says Crane's group failed to amend offer to match CEVA's superior offer of $46 per share

By Lisa Kerner

Charlotte, N.C., May 17 - EGL, Inc.'s largest shareholder and chief executive officer James R. Crane and his affiliates did not amend their current $45-per-share merger agreement with EGL by the May 16 deadline.

As a result, the special committee of the board of directors will continue to evaluate the latest revised proposal submitted on May 12 from CEVA Group plc to acquire EGL for $46 per share in cash, or about $1.95 billion. CEVA's previous offer was $43 per share.

CEVA said its bid is fully financed through commitments from financial institutions and that it expects to close the transaction this summer.

In addition, CEVA plans to keep EGL's headquarters in Houston and to use EGL's operations as a complementary base to expand CEVA's scale and product offerings globally.

The special committee determined that the CEVA proposal is superior and recommends terminating the agreement with Crane's group. Crane's agreement includes a $30 million termination fee.

In addition to Crane, the investor group is made up of Centerbridge Partners, LP and the Woodbridge Co., Ltd.. On May 11, the group upped its bid for EGL to $45, from $38 per share. The group planned to finance its deal using a combination of investor equity and debt financing provided by Woodbridge and by affiliates of Merrill Lynch, Pierce, Fenner & Smith Inc. and Wachovia Corp.

CEVA Logistics (formally known as TNT Logistics) is a Hoofddorp, Netherlands-based logistics and supply chain management company. CEVA is owned by affiliates of Apollo Management, a private equity firm based in New York.

EGL is a transportation, supply chain management and information services company located in Houston.


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