Schneider National, Inc. (NYSE: SNDR), a premier multimodal
provider of transportation, intermodal and logistics services,
announced today the company, through certain wholly owned
subsidiaries, has entered into a definitive agreement to acquire
Cowan Systems, LLC and affiliated entities (collectively, “Cowan
Systems”), for a cash purchase price of approximately $390 million,
subject to certain adjustments. The sale includes separate
agreements to purchase certain real estate assets relating to Cowan
Systems’ business for approximately $31 million in cash.
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Based in Baltimore, Md., Cowan Systems is primarily a dedicated
contract carrier with a portfolio of complementary services
including brokerage, drayage and warehousing. Cowan Systems’
Dedicated customers include leading producers of retail and
consumer goods, food and beverage products, industrials, and
building materials. The company operates approximately 1,800 trucks
and 7,500 trailers across more than forty locations throughout the
Eastern and Mid-Atlantic regions of the United States. Cowan
Systems’ lightweight equipment enables customers to move more
freight per shipment, saving transportation expenses and reducing
emissions.
The acquisition will further complement Schneider’s Dedicated
organic growth success. Including Cowan Systems, Schneider will
operate over 8,400 Dedicated tractors – approximately 70% of
Schneider’s Truckload fleet – cementing its place as one of the
largest dedicated providers in the transportation industry.
“This acquisition aligns with Schneider’s long-term vision to
have customer-centric Dedicated solutions as the cornerstone of its
Truckload segment. By complementing our organic Dedicated growth
success with transactions like this, we are broadening our presence
to provide greater value to our customers and stakeholders,” said
Schneider President and CEO Mark Rourke. “We look forward to
collaborating with the talented team at Cowan Systems to drive our
now shared mission forward.”
Cowan Systems, founded in 1924, has a history of consistent
growth. Upon closing, Cowan Systems will operate as a wholly owned
subsidiary of Schneider, continuing a successful trajectory with
its associates and trusted brand.
“My father started Cowan Systems more than 100 years ago, and
with the expertise, passion and dedication of so many amazing
employees along the way, it has grown in more ways than he could
have ever imagined,” explained Chairman Joe Cowan. “When it was
time for me to move to a new chapter in my life, I wanted to be
sure the organization was in good hands, at a company with a
similar culture and values, and that it would continue to grow.
With Schneider I know our legacy will not just be preserved, but it
will continue to thrive.”
The acquisition is expected to be accretive to Schneider’s
earnings per share within the first year, before consideration of
anticipated synergies. The transaction is expected to close in
fourth quarter 2024, subject to the satisfaction of certain
customary closing conditions, and it will be financed through
existing cash on hand as well as borrowings under Schneider’s new
$400 million delayed draw term credit facility. Upon closing, Cowan
Systems’ financial results will be reported in their corresponding
Schneider Truckload and Logistics business segments. This
transaction follows earlier acquisitions of Dedicated contract
carriers Midwest Logistics Systems and M&M Transport Services,
LLC, which are also wholly owned subsidiaries of Schneider.
Scopelitis, Garvin, Light, Hanson & Feary served as
Schneider’s legal advisor. Stifel Financial Corp. served as
exclusive financial advisor to Cowan Systems, and Scudder Law Firm
served as their legal advisor on the transaction. To learn more
about the acquisition, go to investors.schneider.com. To learn more
about Schneider, go to schneider.com.
Forward-Looking Statements
The information contained in this press release contains
forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995, which are
intended to come within the safe harbor protection provided by such
Act. These forward-looking statements reflect our current
expectations, beliefs, plans, or forecasts with respect to, among
other things, future events and financial performance and trends in
the business and industry. Forward-looking statements are often
characterized by words or phrases such as “may,” “will,” “could,”
“should,” “would,” “anticipate,” “estimate,” “expect,” “project,”
“intend,” “plan,” “believe,” “target,” “prospects,” “potential,”
“forecast,” and other words, terms, and phrases of similar meaning
and include statements regarding: (1) the timing of completion of
the acquisition and the consummation of the acquisition, (2) the
anticipated financing of the acquisition, (3) how Cowan Systems
will be integrated into Schneider’s group structure and how Cowan
Systems’ financial results will be reported in Schneider’s
consolidated financial statements, (4) whether Cowan Systems will
continue to operate as a wholly owned subsidiary of Schneider, (5)
the expected trajectory, operations and results of the combined
company (6) the expectation that the acquisition of Cowan Systems
will be accretive to Schneider’s earnings per share within the
first year and (7) the potential realization of synergies in
connection with the acquisition. Forward-looking statements involve
estimates, expectations, projections, goals, forecasts,
assumptions, risks, and uncertainties. Such forward-looking
statements are based on information presently available to the
Company’s management and are current only as of the date made.
Actual results could also differ materially from those anticipated
as a result of a number of factors, including, but not limited to,
(1) the risks that the transaction may not be completed in a timely
manner or at all, (2) the risk that using debt to finance, in part,
the acquisition will increase Schneider's indebtedness, (3) the
risk that the operations of Schneider and Cowan Systems will not be
integrated successfully, (4) the risk that the combined business
will not achieve the anticipated revenue and synergies or other
expected benefits and (5) those discussed in Part I, Item 1A, “Risk
Factors,” of our Annual Report on Form 10-K filed on February 23,
2024, as such may be amended or supplemented in Part II, Item 1A,
“Risk Factors,” of subsequently filed Quarterly Reports on Form
10-Q, as well as those discussed in the consolidated financial
statements, related notes, and other information appearing
elsewhere in the aforementioned reports and other filings with the
SEC. We do not intend, and undertake no obligation, to update any
of our forward-looking statements after the date of this press
release to reflect actual results or future events or
circumstances. Given these risks and uncertainties, readers are
cautioned not to place undue reliance on such forward-looking
statements.
About Schneider
Schneider is a premier provider of transportation, intermodal
and logistics services. Offering one of the broadest portfolios in
the industry, Schneider’s solutions include Regional and Long-Haul
Truckload, Expedited, Dedicated, Bulk, Intermodal, Brokerage,
Warehousing, Supply Chain Management, Port Logistics and Logistics
Consulting.
Schneider has been safely delivering superior customer
experiences and investing in innovation for almost 90 years. The
company’s digital marketplace, Schneider FreightPower®, is
revolutionizing the industry giving shippers access to an expanded,
highly flexible capacity network and provides carriers with
unmatched access to quality drop-and-hook freight – Always
Delivering, Always Ahead.
For more information about Schneider, visit Schneider.com or
follow the company socially on Facebook, LinkedIn and X:
@WeAreSchneider.
Source: Schneider SNDR
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