SCS Transport (NASDAQ:SCST)
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SCS Transportation, Inc. (NASDAQ: SCST) and Starboard
Value and Opportunity Master Fund Ltd. and its affiliates
("Starboard") today announced that they have reached an agreement
relating to the 2006 Annual Meeting of Stockholders of SCS
Transportation.
Under the terms of the Settlement Agreement, the Company has
appointed one of Starboard's proposed candidates, Jeff Ward, a
well-regarded transportation expert, as a new independent director to
the Board of Directors effective immediately. Mr. Ward will join Bert
Trucksess, SCS Transportation's Chairman, President and Chief
Executive Officer, and James Olson, Chairman of SCS Transportation's
Audit Committee, as candidates for election at the 2006 Annual
Meeting. Starboard has withdrawn its nomination of candidates for
election to the Board of Directors at the upcoming Annual Meeting and
has agreed to vote its shares in favor of each of the Board's
nominees. The Annual Meeting is scheduled for April 20, 2006.
Mr. Trucksess said, "We are pleased that this matter has been
resolved in a manner that serves the best interests of all SCS
Transportation stockholders. Our Board of Directors and management
remain focused on building upon the positive momentum of our largest
subsidiary, Saia, a leading multi-region LTL carrier, while we
continue to pursue profitability improvement at Jevic, a hybrid LTL
and truckload carrier. Furthermore, as we announced on January 24,
2006, our board is actively working with Morgan Keegan, exploring a
range of strategic alternatives to enhance stockholder value."
Douglas Rockel, lead independent director of SCS Transportation's
Board of Directors, said, "The Board of Directors is committed to
enhancing value for all SCS Transportation stockholders. We welcome
the input we have received from Starboard and believe this agreement
represents a positive result for our Company. We look forward to
working closely with Mr. Ward and benefiting from his years of
relevant industry experience to help the Company continue to enhance
stockholder value."
On behalf of Starboard, Jeffrey Smith, a Managing Director of
Ramius Capital Group, said, "We are pleased to be able to work
constructively with SCS Transportation with the shared goal of
maximizing the value of the Company. We believe the Board is committed
to exploring alternatives with Morgan Keegan and then completing
whichever of the alternatives they determine will maximize stockholder
value. We have worked closely with Jeff Ward in assessing the
potential value of SCS Transportation and are confident that his
immediate appointment to the SCS Transportation Board of Directors
will serve the best interests of SCS Transportation and its
stockholders."
Jeff Ward currently serves as a Vice President at A.T. Kearney,
Inc., a global management consulting firm and a leader in supply chain
and transportation consulting, where he is responsible for consulting
assignments with a focus on the North American freight market. Mr.
Ward has been employed by A.T. Kearney since August 1991. He has led
multiple engagements for clients in the North American freight market.
His areas of expertise include corporate and marketing strategy, post
merger integration, restructuring and privatization, network
operations, mergers and acquisitions and operations effectiveness.
Prior to joining A.T. Kearney, Mr. Ward served in a variety of
positions at a family-owned interstate less-than-truckload (LTL)
company from 1980 to 1987. Mr. Ward received a Masters of Business
Administration in Finance from The Wharton School, University of
Pennsylvania, a Masters in Transportation from the University of
Pennsylvania, and a B.A. in History from Columbia College, Columbia
University.
About SCS Transportation
SCS Transportation, Inc. provides trucking transportation and
supply chain solutions to a broad base of customers across the United
States. With annual revenue of $1.1 billion, the Company focuses on
regional and interregional less-than-truckload (LTL), and selected
truckload (TL) and time-definite services. Operating subsidiaries are
Saia, a multi-region LTL carrier based in Duluth, Ga., and Jevic, a
hybrid LTL and truckload carrier based in Delanco, N.J. Headquartered
in Kansas City, Mo., SCST has approximately 9,600 employees
nationwide.
About Starboard Value and Opportunity Master Fund Ltd.
Starboard Value and Opportunity Master Fund invests primarily in
the securities of U.S. public companies that are believed to be
undervalued. Starboard Value and Opportunity Master Fund Ltd. is an
affiliate of Ramius Capital Group, LLC.
About Ramius Capital Group, LLC
Ramius Capital Group is a registered investment advisor that
manages assets of $7.3 billion in a variety of alternative investment
strategies. Ramius Capital Group is headquartered in New York with
offices located in London, Tokyo, Hong Kong, Munich, and Vienna.
Forward Looking Statements
The Securities and Exchange Commission encourages companies to
disclose forward-looking information so that investors can better
understand the future prospects of a company and make informed
investment decisions. This news release contains these types of
statements, which are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995.
Words such as "anticipate," "estimate," "expect," "project,"
"intend," "may," "plan," "predict," "believe" and similar words or
expressions are intended to identify forward-looking statements.
Investors should not place undue reliance on forward-looking
statements, and the Company undertakes no obligation to publicly
update or revise any forward-looking statements. All forward-looking
statements reflect the present expectation of future events of our
management and are subject to a number of important factors, risks,
uncertainties and assumptions that could cause actual results to
differ materially from those described in any forward-looking
statements. These factors and risks include, but are not limited to,
general economic conditions; the effects and outcomes of strategic
evaluations; cost and availability of qualified drivers, fuel,
purchased transportation, property, revenue equipment and other
operating assets; governmental regulations, including but not limited
to Hours of Service, engine emissions, compliance with recent
legislation requiring companies to evaluate their internal control
over financial reporting and Homeland Security; dependence on key
employees; inclement weather; labor relations; integration risks;
effectiveness of company-specific performance improvement initiatives;
competitive initiatives and pricing pressures; terrorism risks;
self-insurance claims, equity-based compensation and other expense
volatility; the Company's determination from time to time whether to
purchase any shares under the repurchase program; and other financial,
operational and legal risks and uncertainties detailed from time to
time in the Company's SEC filings.