TFI International Inc. (TSX:TFII) entered into a definitive agreement to acquire Daseke, Inc. (NasdaqCM:DSKE) from a group of shareholders for approximately $410 million on December 22, 2023. Subject to the terms of the agreement, Daseke common stockholders will receive $8.30 per share in cash. The total enterprise value of the transaction is approximately $1.1 billion, including the merger consideration for the common stock, retirement of Daseke?s outstanding preferred stock, payoff or assumption of outstanding debt, net of cash, and estimated transaction fees and expenses. Upon closing of the transaction, Daseke?s common stock will no longer be listed on any stock exchange, and Daseke will operate its portfolio of brands as part of TFI International?s Truckload segment. In the event of termination, Daseke, Inc. will be obligated to pay $12.45 million as a termination fee to TFI International.

The transaction is subject to Daseke common stockholder approval, regulatory approvals, expiration or termination of waiting period under the Sherman Act of 1890, the Clayton Act of 1914, the Federal Trade Commission Act of 1914, the HSR Act and all other federal, state, foreign, national or supranational Laws or Orders and other customary closing conditions. Closing is not subject to any financing condition. The merger agreement has been unanimously approved by the Boards of Directors of TFI International and Daseke. The transaction is expected to close during the second quarter of 2024. Management expects the transaction to be EPS-neutral to TFI International in 2024, and accretive by at least $0.5 per share in 2025 based on current market conditions.

J.P. Morgan Securities LLC acted as exclusive financial advisor as well as fairness opinion provider and Jennifer Gasser, David Feirstein, Douglas Bacon, Lanchi Huynh and Stephen Jacobson of Kirkland & Ellis LLP acted as legal advisors to Daseke. Mark Scudder and Heidi Hornung-Scherr of Scudder Law Firm, P.C., L.L.O. served as TFI International?s legal advisor in connection with the transaction. J.P. Morgan Securities LLC acted as due diligence provider to Daseke. Continental Stock Transfer & Trust Company acted as transfer agent to Daseke. Daseke has retained D.F. King & Co., Inc. as its proxy solicitor for a fee not to exceed $20,000 plus reimbursement of its reasonable, out-of-pocket expenses for its services. or services rendered in connection with the Merger and the delivery of its opinion, Daseke has agreed to pay J.P. Morgan a fee of approximately $17.8 million, of which $5 million became payable upon delivery of the opinion and the remainder of which is contingent and payable upon the closing of the Merger.

TFI International Inc. (TSX:TFII) completed the acquisition of Daseke, Inc. (NasdaqCM:DSKE) from a group of shareholders on April 1, 2024.