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Yet again, Forward Air Corp. is under fire from an activist investor.
Months after Forward Air finalized its contentious, lawsuit-ridden $2.1 billion merger with Omni Logistics, hedge fund Ancora Holdings is calling for the company’s board to engage with prospective buyers that could take the combined firm private via a sale.
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“We believe the board must evaluate any and all alternatives that exist today,” Ancora said.
Ancora, which owns a 4 percent stake in the logistics firm, said in a letter to the Forward Air board of directors that improving operations, fixing its balance sheet and serving customers would be better achieved in the private market.
The hedge fund said Forward Air will need to “flawlessly execute” to achieve deal-related integration, cut excess costs and grow in a profitable manner, citing that the company would have a limited margin for error amid a soft freight market and with the overhang of a potential recession.
Sourcing Journal reached out to Forward Air.
The Tuesday letter came six days after Clearlake Capital Group said in a regulatory filing that it may engage with management and board to review and evaluate strategic alternatives. Clearlake Capital is the second-largest shareholder of Forward Air, owning 13.8 percent of total shares.
“We suspect that you have known for some time about parties being interested in buying Forward Air,” Ancora said in the letter. “Now that a private equity firm in the shareholder base has taken the rare step of filing a Schedule 13D that discloses its desire to engage with the board about strategic alternatives, the impetus is on you to announce a real review of sale options and the retention of truly independent legal and financial advisors.”
A third institutional investor, Irenic Capital, called for a board shakeup and strategic review in May. That firm has accumulated a nearly 5 percent stake in Forward Air. In total, the three shareholders that support a strategic review comprise 22 percent of the logistics firm’s stock.
The activist investors still clearly have issues with the Omni Logistics deal, calling it a “value-destructive acquisition.” Since the fusion was announced on Aug. 10, 2023, Forward Air stock has plummeted 73 percent from $113.36 per share down to $30.61 per share.
“We expect there will be a formidable campaign to replace several members of the board—particularly those who pushed through this year’s disastrous acquisition—at the 2025 Annual Meeting of Shareholders,” Ancora’s letter said. That meeting has not been scheduled yet, but the 2024 iteration was in June, signaling that there could be a long-running campaign to replace the top brass.