USA Truck Removing ‘Poison Pill’ Provision

by Talk Business & Politics staff ( 7 views 

A year and a half after making moves to protect the company against corporate raiders, USA Truck has announced it will terminate a “poison pill” provision by week’s end.

In November 2012, the Van Buren-based trucking firm’s board of directors installed protective measures in its shareholders’ rights plan. Subsequently, a hostile takeover bid by Knight Transportation was pursued.

The plan capped ownership acquisition at 15% and left the cap in place for two years “to afford the company time to implement its turnaround strategy,” it said at the time. The plan also put in place a 10-day “redemption period” that gave USA Truck officials “the opportunity to negotiate” with anyone who sought to buy shares beyond the 15% cap.

In announcing the termination of the plan, USA Truck chairman Robert Peiser said that the company’s turnaround was producing results.

“We adopted the Stockholders’ Rights Plan in November 2012 as we began implementing a comprehensive turnaround program, designed to bring increased value to USA Truck’s stockholders and increased opportunities for our employees. The plan was designed to give the Company time to execute our turnaround without unnecessary distractions, including unsolicited and inadequate takeover offers,” Peiser said.

“Over the past 18 months, under the leadership of President and CEO John Simone, we expanded our senior management team and began capitalizing on USA Truck’s blue-chip customer base, dedicated employees and substantial assets. With the turnaround well underway, and with our stock price having appreciated well above the price existing at the time of the Plan’s adoption, the plan has served its intended purpose. The board’s decision to terminate the plan demonstrates our confidence in the company’s management team, ongoing strategy and employees,” he added.

The termination will be effected by amending the plan, commonly known as a “poison pill,” to accelerate its expiration date to the close of business on April 11, 2014, roughly six months ahead of schedule. Stockholders are not required to take any action as a result of the termination, the company said.

USA Truck has been shrinking its massive losses in recent quarters.  In February, it executed an agreement with Knight Transportation to end a hostile takeover attempt.

USA Truck (NASDAQ: USAK) shares were trading below $3 in November 2012 when the “poison pill” provision was put in place. On Wednesday (April 9), USA Truck’s stock closed at $15.82 a share. Its 52-week high is $16.38 per share.