Schenker, Inc. (DB Schenker) entered into an agreement and plan of merger to acquire USA Truck, Inc. (NasdaqGS:USAK) (Company) from Dimensional Fund Advisors LP, Grace & White, Inc., The Estate Of James B. Speed, Magnetar Financial LLC and others for approximately $290 million on June 23, 2022. Schenker will pay $31.72 per USA Truck share in cash as a consideration. Upon completion of the transaction, USA Truck will become a private company and delist from NASDAQ Global Select Market. The Merger Agreement provides that, in certain circumstances, including the termination of the Merger Agreement, the Company would be required to pay DB Schenker a termination fee of $10,000,000. Post-closing, USA Truck will be led by industry veteran Joe Jaska, DB Schenker's Executive Vice President Land Transport, Americas Region.

The closing of the Merger is subject to various conditions, including (i) the adoption of the Merger Agreement by holders of two-thirds of the issued and outstanding shares of company; (ii) the absence of any outstanding law, regulation, or order enacted, promulgated, issued, entered, amended or enforced by any governmental entity that restrains, enjoins or otherwise prohibits the consummation of the Merger; (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the “ HSR Act ”); (iv) the Committee on Foreign Investment in the United States (CFIUS) Approval; and (v) the accuracy of the representations and warranties contained in the Merger Agreement, subject to customary materiality qualifications, as of the date of the Merger Agreement and as of the date of the closing of the Merger, and compliance in all material respects with the covenants and agreements contained in the Merger Agreement. The transaction, which has been unanimously approved by USA Truck's Board of Directors, is subject to certain regulatory reviews and approvals and the satisfaction of other customary closing conditions. The transaction is not subject to any financing condition. USA Truck's Board of Directors recommended that the Company's stockholders vote for the adoption of the Merger Agreement. The Board of Directors of Schenker, Inc. also approved the merger. The transaction has been approved by DB Schenker's stockholder. USA Truck shareholders will hold the special meeting on September 12, 2022 to approve the transaction. As of September 12, 2022, USA Truck shareholders has approved the deal. Transaction is expected to complete by the end of 2022. The transaction is expected to close close on September 15, 2022.

Evercore Group L.L.C. acted as financial advisor and due diligence provider and Heidi Hornung-Scherr and Gregory C. Lawhon of Scudder Law Firm, PC LLO acted as legal advisors and due diligence provider to USA Truck, Inc. Morgan Stanley & Co. International plc acted as financial advisor and due diligence provider and Robert Matthew Katz, Tobias Larisch and Max Schleusener of Latham & Watkins LLP and Latham & Watkins Schön Nolte acted as legal advisors to Schenker, Inc. Evercore Group L.L.C. acted as fairness opinion provider to the Board of USA Truck, Inc. MacKenzie Partners, Inc. has been retained to assist with the solicitation of proxies. MacKenzie Partners, Inc. will be paid approximately $25,000 and will be reimbursed for specified out-of-pocket expenses for these and other advisory services. Latham & Watkins LLP acted as due diligence provider to Schenker. Geiger, Anita and Donovan, Nelson of KPMG AG Wirtschaftsprüfungsgesellschaft acted as financial due diligence advisor to Schenker.