Pacer International Files Registration Statement for Secondary Stock Offering
The joint-lead managers, Credit Suisse First Boston and Bear, Stearns & Co. Inc., have an option to purchase a maximum of 699,141 additional shares from the selling shareholders to cover over-allotments. Pacer will not receive any of the proceeds of the offering.
"No new shares will be issued or sold by Pacer in this secondary offering, and there will be no dilution of per-share value," said Don Orris, Pacer's chairman and chief executive officer. "The desire of the selling shareholders to diversify their portfolios, to meet estate planning objectives and to obtain some liquidity is understandable given the number of years that they have held their shares. Facilitating the sale of these shares through an underwritten offering enables Pacer to achieve three important objectives: increased public float, broader ownership of the company's common stock, and the orderly entry of shares into the market."
Pacer has approximately 37 million shares outstanding, and this number will not change as a result of the offering. Pacer's initial public offering took place on June 13, 2002. Other shares held by the selling shareholders as well as by Pacer's directors and executive officers will be subject to lock-up arrangements that are expected to expire in the fourth quarter of 2003.
Pacer said it expects to close the offering shortly after the Securities and Exchange Commission declares the filing effective.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, before the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The prospectus relating to the offering will be made available from the underwriters.
ABOUT PACER -- Pacer International, a leading non-asset based North American third-party logistics and freight transportation provider, offers a broad array of logistics and other services to facilitate the movement of freight from origin to destination. Its services include wholesale stacktrain services (cost-efficient, two-tiered rail transportation for containerized shipments), and retail intermodal marketing, trucking, warehousing and distribution, international freight forwarding, and supply-chain management services. Pacer International is headquartered in Concord, California. Its business units Pacer Stacktrain and Pacer Global Logistics are headquartered in Concord, California, and in Dublin, Ohio, respectively. Web site: www.pacer-international.com.
CERTAIN FORWARD-LOOKING STATEMENTS -- This press release contains or may contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These forward-looking statements are based on the company's current expectations and are subject to a number of risks, uncertainties and assumptions. Among the important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are the company's leverage; its dependence upon third parties for equipment and services essential to operate its business; regulatory changes affecting the company's industry, operations, products and services; competitive or technological factors affecting the company's markets, operations, products and services; shifts in market demand and general economic conditions. In addition, the company has acquired businesses in the past and may consider acquiring businesses in the future that provide complementary services. There can be no assurance that the businesses that the company has acquired in the past and may acquire in the future can be successfully integrated. Additional information about factors that could affect the company's business is set forth in the company's various filings with the Securities and Exchange Commission, including those set forth in the company's 2002 annual report on Form 10-K dated March 19, 2003. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, expected or intended. Except as otherwise required by federal securities laws, the company does not undertake any obligation to update such forward-looking statements whether as a result of new information, future events or otherwise.
Note to editors: Issued by Steve Potash and Company, tel. 510/865-0800, or steve@potashco.com
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