Exhibit
99.1
CENTRAL
FREIGHT LINES, INC. PROVIDES UPDATE ON MERGER WITH
MOYES-OWNED
COMPANY AND ANNOUNCES AGREEMENTS IN PRINCIPLE TO
SETTLE
CLASS ACTION AND DERIVATIVE LITIGATION
Waco,
TX (PR Newswire) -
August
15, 2006 - Central Freight Lines, Inc. (Nasdaq/NMS: CENF) announced today that
it expects to move further towards completion of its previously announced Merger
transaction by responding within the next week to a second set of comments
from
the Securities and Exchange Commission (the "SEC"). The Merger Agreement
provides that a company controlled by Jerry Moyes and certain related parties
would become the owners of Central, and Central would cease to be a publicly
traded company.
In
addition, Central announced today that it has reached oral agreements in
principle with the plaintiffs to settle all outstanding securities class action
litigation, two purported derivative actions related to the period between
the
date of Central's initial public offering and August 2004, and a third
derivative action related to the Merger transaction. The agreements do not
contain any admission of fault or wrongdoing on the part of Central or any
of
the individual defendants in such litigation. The agreements are subject to
the
completion of the usual and customary documentation for such settlements, and
are subject to, and conditioned upon, final court approval. The
settlements will be funded from the proceeds of Central's directors' and
officers'
liability insurance policy. It is a condition to the consummation of the Merger
that this litigation be settled within Central's limits of coverage under the
applicable insurance policies.
In
making
the announcement today, Bob Fasso, Central's Chief Executive Officer and
President, stated: “We now expect to mail the finalized definitive proxy
statement to stockholders in September. The proxy statement will solicit proxies
for voting on the Merger transaction at our Annual Meeting, which will be held
approximately 30 days from the date the proxy statements are mailed to our
stockholders.”
Jerry
Moyes added: “I am pleased with the continued progress made on the Merger and
look forward to closing the transaction as soon after the Annual Meeting as
possible.”
On
January 30, 2006, Central announced that it had entered into an Agreement and
Plan of Merger (the "Merger Agreement"), with North American Truck Lines, LLC
("NATL") and Green Acquisition Company ("Green"). Under the Merger Agreement,
Green will merge with and into Central (the "Merger"), with Central continuing
as the surviving corporation. Both NATL and Green are controlled by Mr. Moyes,
with Green being a wholly owned subsidiary of NATL.
On
April
17, 2006, Central filed a preliminary proxy statement with the SEC for its
2006
Annual Meeting of Stockholders. On May 16, 2006, Central received comments
from
the SEC, which were answered by Central on June 19, 2006. On July 5, 2006,
the
SEC issued a second set of comments, which Central expects to address in a
filing within the next week. Once the SEC's review of the proxy statement is
finalized, the definitive proxy statement will be mailed to Central's
stockholders to solicit proxies for voting on the Merger and other matters
presented at the Annual Meeting.
Stockholders
are urged to read the definitive proxy statement carefully when it becomes
available because it will contain important information about Central, the
Merger transaction, and related matters. Stockholders will be able to obtain
free copies of the proxy statement and other documents filed with the SEC by
Central through the SEC's web site at www.sec.gov.
In
addition, stockholders will be able to obtain free copies of the definitive
proxy statement from Central.
Central
Freight Lines, Inc. is a non-union, less-than-truckload carrier specializing
in
regional overnight and second day markets in the Midwest, Southwest, West Coast,
and Pacific Northwest. Utilizing marketing alliances, the Company also provides
service to the Great Lakes, Northeast, Southeast, Mexico, and
Canada.
This
press release contains forward-looking statements that involve risk,
assumptions, and uncertainties that are difficult to predict. Statements that
constitute forward-looking statements are usually identified by words such
as
"anticipates," "believes," "estimates," "projects," "expects," "plans,"
"intends," or similar expressions. These statements are made pursuant to the
safe harbor provisions of Section 21E of the Securities Exchange Act of 1934,
as
amended, and Section 27A of the Securities Act of 1933, as amended. Such
statements are based upon the current beliefs and expectations of our management
and are subject to significant risks and uncertainties. Actual events may differ
materially from those set forth in the forward-looking statements. We undertake
no obligation to update any of these forward-looking
statements.
With
respect to statements regarding the consummation of the Merger and the proposed
settlement of litigation, the following factors, among others, could cause
actual results to differ materially from those in forward-looking statements:
the risk that our business will suffer due to uncertainties caused by the
announcement of the transaction; the risk that we may not be able to obtain
third party and stockholder approvals necessary to consummate the transaction;
as well as the risk that the transaction will not close for other reasons;
the
risk that the parties to the litigation in question will not be able to agree
on
the terms of the proposed settlement as they prepare the settlement documents
or
that the parties will not be able to obtain court approval of the proposed
settlement for some reason.
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Corporate
Contact:
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Jeff
Hale, Chief Financial Officer
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(480)
361-5295
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jhale@centralfreight.com
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