M&A - Unique Logistics International, Inc.

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.

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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.

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