Noble International, Ltd. Executes LOI to Acquire CD&L, Inc.
18 January 2001
Noble International, Ltd. Executes LOI to Acquire CD&L, Inc.
DETROIT, Jan. 18 Noble International, Ltd. ("Noble")
announced today that it had executed a letter of intent for its
wholly-owned subsidiary, Noble Logistics Services, Inc., to acquire all of the
capital stock of CD&L, Inc. (Amex: CDV). The terms and conditions of the
anticipated acquisition were not disclosed.
Noble, a steel processor and market leading producer of laser-welded
tailored blanks, entered the same day logistics marketplace with its recent
acquisitions of Dedicated Services, Inc. and Assured Transportation and
Delivery, Inc. Bob Skandalaris, Chairman and CEO of Noble, indicated "that we
are attracted to CD&L for several key reasons: the strength of its management
team, its strong geographic position in urban centers along the eastern
seaboard and select other markets, its fourteen quarters of successful
operating results over the past three and a half years and its strong non-
automotive customer base. It appears that with the acquisition of CD&L we
will be able to immediately improve their liquidity, reduce some of our
combined corporate expenses, eliminate duplicate 'public costs' and improve
their gross margin with the integration of our logistic system in the
Southwest and Western part of the U.S. We anticipate leveraging the strong
systems capability, management team and infrastructure of CD&L to the benefit
of Noble's existing businesses and customers."
Bill Brannan, President and Chief Operating Officer of CD&L, states, "We
are optimistic about the potential synergies created by combining CD&L with
Noble's logistic businesses. By assuming leadership roles in the combined
organization, our management team will be able to capitalize on these
synergies to accelerate the strategic plan we initiated at CD&L. We believe
this combination will result in enhanced profitability, diversification of
customers and geographic capabilities."
Spokespersons for both Noble and CD&L indicated that necessary due
diligence would start immediately and it is anticipated that a definitive
agreement would be concluded in early February subject to necessary
stockholder, government, lender and other agency approvals. It is anticipated
that the closing will occur in late April.
Noble International, Ltd. is a leading supplier of automotive parts,
component assemblies and value-added services to the automotive industry and a
leading supplier of dedicated regional logistic services. As an automotive
supplier, Noble provides design, engineering, manufacturing, complete program
management and other services to the automotive market. Noble delivers
integrated component solutions, technological leadership and product
innovation to original equipment manufacturers (OEMs) and Tier I automotive
parts suppliers thereby helping its customers increase their productivity
while controlling costs.
CD&L is a full-service, same-day ground and air delivery and logistics
company with 78 offices in 24 states and the District of Columbia and annual
revenues of about $240.0 million. The company has nearly 3,300 employees and
utilizes approximately 1,600 independent contractors to provide time-sensitive
delivery services to thousands across the country.
Certain statements in this news release may be "forward-looking
statements" within the meaning of Section 27A of the Securities and Exchange
Act of 1933. These forward-looking statements include the expected execution
of a definitive agreement, the receipt of stockholder, lender and governmental
approvals, and an April closing date. Forward looking statements also include
comments on the operations of the potential combined company, including
comments on the reduction of corporate expenses, improvement of gross margins,
liquidity, cash flows and net income, integration of existing businesses, and
potential synergies of the combined Noble and CD&L businesses. These forward-
looking statements are based upon current expectations and involve certain
risks and uncertainties that could cause actual results and developments to
differ materially from the forward-looking statements. Potential risks and
uncertainties include without limitation the risk that the transaction is not
consummated, whether due to Noble's due diligence, that CD&L and Noble may not
reach a definitive agreement, that necessary stockholder, lender and
governmental approvals might not be obtained, that the transaction may not
close in late April or that the transaction otherwise fails to close at all.
If a transaction is consummated, risks include that CD&L's management group
will be unable to effectively and profitably manage the business, that they
will be unable to reduce corporate expenses or improve gross margins,
liquidity, cash flows or net income, that they will be unable to achieve
potential synergies, or other risks specified in Noble's and CD&L's SEC
filings.