Country Wide Transport Services Announces Agreement to Sell Assets.EAST ROCHESTER, N.Y.--(BUSINESS WIRE)--June 21, 1999-- Country Wide Transport Services Inc. (OTC OTC See: Over-the-counter. OTC See over-the-counter market (OTC). BB:CWTV CWTV Child Witness to Violence Program ) Monday announced that it has signed an Asset Purchase Agreement with C.H. Robinson Worldwide Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CHRW CHRW C.H. Robinson Worldwide (stock symbol) ) for the purpose of selling substantially all of the operating assets Operating Assets Another term for working capital. as well as certain liabilities of its only operating subsidiary, Vertex Transportation Inc. It is anticipated that the sale will be completed, after stockholder approval, by the end of July. C.H. Robinson, with headquarters in Eden Prairie, Minn., is a non-asset-based third-party transportation company with more than $2 billion in annual gross revenues. A global provider of multimodal Two or more modes of operation. The term is used to refer to a myriad of functions and conditions in which two or more different methods, processes or forms of delivery are used. On the Web, it refers to asking for something one way and receiving the answer another; for example requesting transportation services, logistics solutions and fresh produce sourcing, it is one of the largest third-party logistics companies in North America. C.H. Robinson maintains the single largest network of motor carrier capacity through contracts with more than 17,000 motor carriers. Timothy Lepper, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Country Wide Transport Services, commented, "This is a period of consolidation in the industry and increased customer needs for domestic and worldwide logistics solutions. In these circumstances, the board of directors determined that the asset sale to C.H. Robinson is in the best interests of our stockholders." The Agreement provides for Robinson to pay in cash between $6.5 million and $7.0 million over the book value of the assets being acquired, less the amount of certain liabilities being assumed. Consummation of the asset sale is subject to approval by Country Wide Transport's stockholders. As part of that approval, management will also recommend that the company undergo a formal liquidation process. This process is estimated to take one and a half to two years and will include the payment of company creditors and the resolution of any contingent claims. It is anticipated that the total net cash to be distributed to stockholders will be between 85 cents and $1 per share and will be accomplished in three to four distributions of funds, with about half of that amount being the first distribution, which is scheduled to be paid this year. Lepper continued, "We are very excited to join the ranks of a world-class operation such as C.H. Robinson. Robinson has an operating philosophy of granting branch offices substantial autonomy in finding and implementing transportation and logistics solutions for its customers within the framework of a worldwide corporate presence. This will allow Vertex and its management team, which will stay intact, to offer an expanded menu of services supported by solid information systems." Country Wide Transport Services Inc.'s subsidiary, Vertex Transportation Inc. provides complete transportation logistics services throughout the United States, Canada and Mexico as a freight forwarder An individual who, as a regular business, assembles and combines small shipments into one lot and takes the responsibility for the transportation of such property from the place of receipt to the place of destination. and logistics management company. This news release contains forward-looking statements indicating that the company "anticipates," "expects" or "believes" certain events or results that have not yet occurred. Such forward-looking statements are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Forward-looking statements involve known and unknown factors, risks and uncertainties, which may cause the company's actual results in future periods to differ materially from the results that the company now anticipates or believes will come to pass. |
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