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EX-99.1 - EX.99.1 - PRESS RELEASE - DYNAMEX INCmm12-0810_8ke991.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K

CURRENT REPORT
 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2010

DYNAMEX INC.
(Exact name of registrant as specified in its charter)
         
Delaware
 (State or other jurisdiction
of incorporation)
 
000-21057
 (Commission File Number)
 
86-0712225
 (I.R.S. Employer Identification No.)
         
 5429 LBJ Freeway, Suite 1000
     
 75240
Dallas, Texas
     
(Zip Code)
(Address of principal executive offices)
       

Registrant’s telephone number, including area code:
(214) 560-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     
þ
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 

Item 8.01. Other Events.

On December 7, 2010, Dynamex Inc. (the “Company”) issued a press release announcing that it had received an acquisition proposal that the board of directors of the Company has determined was a “superior proposal” for purposes of the Agreement and Plan of Merger, dated as of October 1, 2010, by and among the Company, DashNow Holding Corp. (“Parent”) and DashNow Acquisition Corp. (“Merger Sub”), as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 3, 2010, by and among the Company, Parent and Merger Sub. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Important Merger Information and Additional Information
 
In connection with the proposed merger with affiliates of Greenbriar Equity Group LLC, the Company filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) on October 29, 2010.  When completed, a definitive proxy statement and form of proxy will be filed with the SEC and mailed to the Company’s stockholders.  BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT, AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT CAREFULLY, AS IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED MERGER THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER.  The Company’s stockholders may obtain a copy of the preliminary proxy statement, the definitive proxy statement (when available) and other documents filed by the Company with the SEC, without charge, from the SEC’s website (www.sec.gov) or, without charge, from the Company by mail or from the Company website (www.dynamex.com).
 
Forward-looking Statements

This report contains forward-looking statements that involve numerous risks and uncertainties.  The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the expected benefits and closing of the proposed transaction and the Company’s expectations, beliefs and intentions. All forward looking statements included in this report are based on information available to the Company on the date hereof. In some cases you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “targets,” “goals,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition.  Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-
 
 
 
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looking statements, many of which are beyond the Company’s control.  These factors include (A) failure to obtain stockholder approval or failure to satisfy other conditions required for the consummation of the merger, (B) failure or delay in consummation of the transaction for other reasons, (C) changes in laws or regulations, (D) changes in the financial or credit markets or economic conditions generally and (E) other risks as are mentioned in reports filed by the Company with the SEC from time to time. The Company does not undertake any obligation to publicly release any revision to any forward-looking statements contained herein to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Caution should be taken that these factors could cause the actual results to differ from those stated or implied in this report and other Company communications.
 
Item 9.01. Exhibits.
 
 
(d) Exhibits

Exhibit No.                                Description
 
Exhibit 99.1
Press release of Dynamex Inc. dated December 7, 2010.


 
 
 
 
 
 
 
 
 
 
 
 

 

 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

 
DYNAMEX INC.
   
Dated:  December 7, 2010
 
   
 
By:
  /s/  Ray E. Schmitz
   
Ray E. Schmitz
   
Executive Vice President and Chief Financial Officer



 
 
 
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EXHIBIT INDEX

Exhibit No.                                Description
 
Exhibit 99.1
Press release of Dynamex Inc. dated December 7, 2010.


 
 
 
 
 
 
 
 
 
 
 
 

 
 
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