DEFM14C: DP World to Acquire Unique Logistics International in $35.8 Million Merger

DP World Logistics US Holdings, Inc. will acquire Unique Logistics International, Inc. for $35.855 million, pending stockholder approval and regulatory conditions.

Summary

• Unique Logistics International, Inc. is set to be acquired by DP World Logistics US Holdings, Inc. in a merger transaction valued at $35.855 million.
• The merger agreement, dated March 11, 2025, involves Merger Sub merging into Unique Logistics, with Unique Logistics surviving as a wholly-owned subsidiary of DP World US.
• Common stockholders will receive cash equal to $35,855,000 divided by the number of outstanding shares on a fully diluted, as-converted basis.
• Preferred stockholders will receive cash equal to the number of common shares they could convert to, multiplied by the per share price.
• Certain stockholders are subject to a holdback arrangement.
• Holders of Common Stock and the Series A and Series B Preferred Stock representing an aggregate of 94.0% of the outstanding voting power of the Company's stockholders as of March 11, 2025, delivered written consents constituting the Company Stockholder Approval.
• The transaction is expected to close in the second quarter of 2025, pending regulatory approvals and other customary conditions.
• Dissenting stockholders have rights to demand fair value for their shares under Nevada law.
• The Benchmark Company, LLC rendered an opinion to the Board to the effect that, as of March 11, 2025, the consideration to be received in connection with the Merger is fair to the Company's unaffiliated shareholders from a financial point of view.

Sentiment

Score: 6

Explanation: The sentiment is neutral. While the acquisition provides liquidity, the price is significantly below the recent trading price. The holdback arrangement adds uncertainty for some stockholders.

Positives

• The transaction provides liquidity to Unique Logistics stockholders through an all-cash deal.
• The Board of Directors has approved the merger agreement.
• The Merger is not subject to a financing condition.
• Holders of Common Stock and the Series A and Series B Preferred Stock representing an aggregate of 94.0% of the outstanding voting power of the Company's stockholders as of March 11, 2025, delivered written consents constituting the Company Stockholder Approval.
• The Benchmark Company, LLC rendered an opinion to the Board to the effect that, as of March 11, 2025, the consideration to be received in connection with the Merger is fair to the Company's unaffiliated shareholders from a financial point of view.

Negatives

• The anticipated Per Share Merger Consideration of $0.0037 is 43.1% lower than the last reported price of the Common Stock on OTC Markets on March 10, 2025.
• Certain stockholders, including Sunandan Ray and Great Eagle Freight Limited, are subject to a holdback arrangement, potentially delaying full payment.
• The exchange of shares of Company Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes.

Risks

• The merger may not be completed in a timely manner or at all due to the failure to satisfy closing conditions.
• Disruptions from the merger could negatively impact Unique Logistics' business.
• The Company is currently in default of its funding facilities with TBK Bank and CB Agent Services and its related lenders, and waivers of such defaults are being issued solely because of the pending Merger.
• The restrictions on the operations of the Company's business while the Merger is pending pursuant to the terms of the Merger Agreement, which restricts Unique Logistics ability to take certain actions without DP World USs prior written consent.
• There is a risk of litigation arising from stockholders in respect of the Merger Agreement or the Transactions.

Future Outlook

The merger is expected to be completed during the second quarter of 2025, subject to customary closing conditions.

Management Comments

• The Board has determined that it is in the best interests of the Company and its stockholders to enter into the Merger Agreement.

Industry Context

The acquisition aligns with DP World's strategy to expand its end-to-end supply chain logistics capabilities globally.

Comparison to Industry Standards

• DP World has a track record of acquiring and integrating logistics businesses globally, including Unico Logistics (South Korea), Imperial Logistics (Sub Saharan Africa), syncreon (Americas and Europe), Cargo Services Far East (Hong Kong), Legend Logistics (Singapore) and Edge Worldwide (United Kingdom).
• The DP World group offers smart end-to-end supply chain logistics through an interconnected global network of business units in more than 75 countries across six continents, with a significant presence in both high-growth and mature markets.

Stakeholder Impact

• Stockholders will receive cash for their shares, providing liquidity.
• Employees may experience changes as the company integrates with DP World.
• Customers and suppliers may see changes in the supply chain and logistics operations.

Next Steps

• Obtain regulatory approvals.
• Mail information statement to stockholders.
• Complete the merger by the second quarter of 2025.

Key Dates

Keywords

merger, acquisition, logistics, DP World, Unique Logistics, stockholders, agreement