Believes Omni is Seeking to Intimidate and Threaten Ancora by Sending Legal Missives to the Firm and its Parent Company

As a Top Forward Air Shareholder, Ancora Will Not be Dissuaded from Vocalizing its Concerns with the Value-Destructive Deal or Let Omni’s Legal Advisors Quell Shareholder Democracy

Ancora Holdings Group, LLC (together with its affiliates, “Ancora” or “we”), which is a top shareholder of Forward Air Corporation (NASDAQ: FWRD) (“Forward Air” or the “Company”), today issued the following open letter to the Chief Executive Officer of Omni Logistics, LLC (“Omni”).

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November 16, 2023

Omni Logistics, LLC

Attn: JJ Schickel, Chief Executive Officer

3200 Olympus Blvd, Suite 300

Dallas, Texas 75019

Mr. Schickel,

Ancora is a top shareholder of Forward Air, with a desire to see the Company well-positioned for sustained success and value creation. We have been very transparent in terms of publicizing our opposition to Forward Air’s value-destructive transaction with Omni. In fact, we issued a presentation clearly laying out our financial and strategic concerns with the contemplated deal so that shareholders on both sides could consider our views.

We believe Omni’s response of unleashing an army of aggressive law firms on a top shareholder of Forward Air for vocalizing our concerns is not only shameful, but telling of the desperate state Omni finds itself in today. Ancora does not take to intimidation tactics kindly. Subpoenas and document requests from your counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell”), will not deter us from continuing to vocalize our views as to why terminating the prospective deal with Omni is both a logical and necessary step at this time.

It also begs the question of why Omni is resorting to private attacks on a top Forward Air shareholder rather than: a) defending Omni publicly as a great asset that will benefit the combined company, or b) allowing Forward Air shareholders to decide on the merits of the deal at a shareholder vote?

As we have articulated previously, we take issue with the following terms of the value-destructive deal, which saw Forward Air’s stock drop 40% following its announcement:¹

1. One-Sided Terms: The $3.2 billion price tag gives Omni a valuation of 18x LTM adjusted EBITDA and 30x LTM GAAP EBITDA and would saddle Forward Air with $1.85 billion in incremental debt. We estimate this would result in nearly 4x in net leverage and more than $190 million in interest expenses.
2. No Pre-Closing Shareholder Vote: While Omni’s owners are set to receive $150 million in cash, most of their payment would be granted in stock amounting to 38% of the combined company. But Forward Air investors’ hands are effectively tied as the terms of the convertible preferred stock were intentionally structured to force us to vote in favor of conversion, and in doing so – our own dilution.
3. Industrial Logic Concerns: The acquisition of a forwarding customer has other legacy customers concerned. Vertical integration introduces significant competitive disadvantages for Forward Air’s core domestic freight forwarding customers, which could impair its core expedited less-than-truckload business as customers look to other alternatives.
4. Omni’s Self-Entrenchment: Four Omni-designated directors would be added to the combined company’s Board of Directors (the “Board”), cementing a ~38% voting block that is contractually required to vote in favor of directors nominated by the Board.

Since the publication of our investor presentation, there has been further deterioration in operating results for nearly all publicly traded transportation and logistics companies, leading us to believe that Omni faces additional financial strain today. Perhaps Omni’s growing debt burden, which we understand to be $1.44 billion, is the real motivator for getting this deal over the line.

Whatever the motivation may be, we remain puzzled as to why Omni felt the need to launch an intimidation campaign when everything Ancora has said about this transaction is not only public but rooted in fact. We are not going to change course now based on Omni and Wachtell’s attempts to stifle our voices and quell shareholder democracy through harassment. Rest assured, we will continue to expose these intimidation tactics if they continue.

If Omni and its advisors truly stand behind the substance of the deal’s merits and think it would deliver a “transformational outcome” for Forward Air and its shareholders, we question why there is such grave concern with shareholders voicing their views publicly. And to that point, if Omni was such a compelling opportunity for Forward Air, why prevent shareholders from voting on this transaction?

Sincerely,

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.

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¹ Source: Bloomberg. Forward Air’s stock price dropped from $110 to $64 following the announcement of the Forward Air-Omni merger.

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