공시 • Mar 12
DP World Logistics USA, Inc entered into an agreement and plan of merger to acquire Unique Logistics International, Inc. (OTCPK:UNQL) from Frangipani Trade Services, Inc., Great Eagle Freight Limited and others for $2.9 million.
DP World Logistics USA, Inc entered into an agreement and plan of merger to acquire Unique Logistics International, Inc. (OTCPK:UNQL) from Frangipani Trade Services, Inc., Great Eagle Freight Limited and others for $2.9 million on March 11, 2025. As consideration for the Merger, at the effective time of the Merger (the “Effective Time”), each share of (i) common stock of the Company, par value $0.001 (“Common Stock”) issued and outstanding as of immediately prior to the Effective Time will convert automatically into the right to receive an amount of cash, without interest, equal to the quotient of $35,855,000 (the “Total Merger Consideration”) divided by the number of shares of Common Stock outstanding at the Effective Time on a fully diluted, as-converted to Common Stock basis, including the number of shares of Common Stock issuable upon conversion of the Company’s convertible preferred stock, $0.001 par value per share (the “Preferred Stock” and, together with the Common Stock, the “Company Stock”) and upon full exercise, exchange or conversion of all rights to acquire Company Common Stock or instruments convertible into Company Common Stock, rounded to the nearest ten-thousandth (the “Per Share Merger Consideration”), which we expect will be $0.0037, and (ii) Preferred Stock issued and outstanding as of immediately prior to the Effective Time will convert automatically into the right to receive an amount of cash, without interest, equal to the product of (A) the number of shares of Common Stock into which such share of Preferred Stock is convertible in accordance with the certificate of designation for such series of Preferred Stock and (B) the Per Share Merger Consideration, in each case except for shares of Company Stock held by DP World, Merger Sub or the Company or with respect to which the holder thereof has properly exercised dissenter’s rights with respect to such shares in accordance with the applicable provisions of the Nevada Revised Statutes. A portion of the consideration otherwise payable to certain shareholders will be subject to a holdback arrangement pursuant to the Stockholders Support Agreement. Following the closing of the merger, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly-owned subsidiary of DP World. If the Merger Agreement is terminated by the Company or DP World because the Merger does not close by the Outside Date or by DP World due to the Company’s breach of any representations or warranties contained in the Merger Agreement, the Company will be required pay to DP World a termination fee of $1.44 million.
The obligation of the parties to consummate the Merger is subject to certain customary conditions set forth in the Merger Agreement, including, but not limited to (i) the receipt of all required consents, approvals, waivers, clearances, authorizations or permissions of any relevant governmental authority, (ii) the absence of any governmental entity issuing any order or other legal restraint that makes consummation of the Merger illegal or otherwise prohibited, (iii) the Company receiving the requisite stockholder approvals (which has been satisfied by delivery of the Written Consents, as described above), and (iv) at least 20 days having elapsed since the Company’s mailing to its stockholders of an information statement on Schedule 14C with respect to the Merger (in accordance with Regulation 14C of the Securities Exchange Act of 1934). Additionally, the obligation of DP World to consummate the Merger is contingent on (i) the Company’s representations and warranties made in the Merger Agreement being true and correct, subject to certain materiality standards, (ii) the Company having performed or complied with in all material respects its obligations, agreements and covenants under the Merger Agreement, (iii) Sunandan Ray, our President and Chief Executive Officer, continuing to be an employee of the Company as of the closing of the Merger, (iv) the absence of any material adverse effect with respect to the Company, (v) the Company having received all necessary third-party consents, (vi) the full execution of the Stockholders Support Agreement by the Company stockholders party thereto, and (vii) the number of shares of Company Stock with respect to which the holder has properly exercised dissenter’s rights under Nevada law represents less than 5% of the Common Stock assuming the conversion of all shares of Preferred Stock into Common Stock in accordance with their terms and exercise of any outstanding rights to acquire Common Stock. The transaction has been unanimously approved by the board of directors of Unique Logistics and DP World.
Benjamin K. Sibbett and Chang-Do Gong of Clifford Chance US LLP acted as legal advisors to DP World Logistics. Lawrence Metelitsa and Victoria Baylin of Lucosky Brookman LLP acted as legal advisors to Unique Logistics. The Benchmark Company, LLC acted as financial advisor and fairness opinion provider to Unique Logistics.