M&A - Unique Logistics International, Inc.

Form Type: 15-12G

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000164117225010599

Filing Summary: On May 14, 2025, Unique Logistics International, Inc. completed a merger with DP World Logistics US Holdings, Inc. and Unique Merger Co., a wholly-owned subsidiary of Parent. As per the agreement, Unique Merger Co. merged with and into Unique Logistics International, Inc., which continues as the surviving corporation and is now wholly owned by DP World Logistics US Holdings, Inc. The filing indicates the termination of registration under Section 12(g) of the Securities Exchange Act of 1934, ceasing the duty to file reports under both Sections 13 and 15(d). The document was certified by the Chief Executive Officer, Sunandan Ray, indicating that the merger is effective from 1:17 PM Eastern Time on May 14, 2025 and was filed with the SEC under Commission File Number 000-50612.

Form Type: DEFM14C

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000164117225003938

Filing Summary: Unique Logistics International, Inc. has announced a definitive information statement regarding a merger involving DP World Logistics US Holdings, Inc. and Unique Merger Co., a wholly-owned subsidiary of DP World. The merger agreement dated March 11, 2025, allows Merger Sub to merge with Unique Logistics, making it a wholly-owned subsidiary of DP World. Shareholders will receive cash equal to the quotient of $35,855,000 divided by the number of shares outstanding as the Per Share Merger Consideration. Holders of Common and Preferred Stock must act to assert dissenters' rights by April 29, 2025, to contest the estimated fair value of their shares. The company has secured written consents from stockholders representing 94% of the voting power, thus fulfilling the requirement for Company Stockholder Approval without requiring further action from other stockholders.

Form Type: PREM14C

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000164117225002540

Filing Summary: Unique Logistics International, Inc. filed a preliminary information statement regarding a Merger Agreement with DP World Logistics US Holdings, Inc. and Unique Merger Co., which is a wholly-owned subsidiary of DP World US. According to the Merger Agreement dated March 11, 2025, the Merger will result in the Company becoming a wholly-owned subsidiary of DP World US. All outstanding shares of the Company’s Common and Preferred Stock will be cancelled and converted into rights for cash payments based on a calculated per share value of $35,855,000 divided by the number of shares outstanding. The recorded shareholders approved the transaction, representing 94.0% of the voting power, thus negating the need for further shareholder meetings or votes. Dissenters’ rights are available for shareholders who do not approve of the merger, allowing them to demand a fair cash value for their shares. The Merger is intended to enhance the Company’s operational capabilities by leveraging DP World’s extensive logistics network. The document includes the timetable for dissenter's rights and various conditions that must be met for the Merger to be consummated, though financing is assured from DP World US. Additional provisions include details regarding the components of stockholder agreements and the management's interests related to the Merger.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000149315225009794

Filing Summary: On March 11, 2025, Unique Logistics International, Inc. entered into a Merger Agreement with DP World Logistics US Holdings, Inc. and Unique Merger Co. The agreement stipulates that Merger Co. will merge with Unique Logistics, making it a wholly-owned subsidiary of DP World. As consideration for the merger, each share of Common Stock will convert into cash based on the Total Merger Consideration of $35,855,000 divided by the number of outstanding shares. The Per Share Merger Consideration is expected to be $0.0037. Following the merger agreement, stockholders holding 94% of the voting power executed written consents approving the merger. The consummation of the merger is subject to several conditions including governmental approvals and absence of legal restraints. A termination fee of $1.44 million may be applicable if the merger does not close by a specified date or due to breaches in representations or warranties. Additionally, a Stockholders Support Agreement was executed to ensure stockholders vote in favor of the merger. Various representations, warranties, and covenants are included in the merger and support agreements, subject to materiality standards.