Dear Swift Owner/Operator:
This morning, we announced that Swift Transportation and Knight Transportation have reached an agreement to operate under common ownership. Both companies will continue to run independently and will maintain separate brands. Bringing together these two long-standing, industry-leading trucking companies means a combined strength of resources, allowing us to improve safety and better our customer and driver experiences. The joint press release we issued this morning provides further details about the transaction. It is now available, along with FAQs, on our O/O portal and on our website.
Swift is offering an Independent Contractor Capacity Retention Bonus to all eligible Swift independent contractors in recognition of your commitment to the success of this business. Those eligible will include all independent contractors with active ICOAs –Independent Contractor Operating Agreements – between May 1, 2017 and the close of the transaction. It is anticipated the transaction will close in the third quarter of 2017. Please see Independent Contractor Capacity Retention Bonus letter for more details.
Also, I want you to know that I have chosen to pursue other opportunities following the close of the transaction. Likewise, our CFO, Ginnie Henkels, has chosen to step down at that time. I want to assure you that Knight’s leadership team is committed to the same principles and level of integrity that we live byevery day, and I have confidence that they will continue working toward our vision.
Once the transaction is completed, Kevin Knight, Knight’s current Executive Chairman, will assume therole of Swift President. Ginnie and I will continue at Swift until the close of the transaction to ensure a seamless transition. I’m proud of all we have accomplished together, and promise that I will continue to root all of you on in the future.
For the sake of open communication and transparency, I invite all of you to join Ginnie and me on a Company-wide conference call, this afternoon, at 4:30 PM (ET)/1:30 PM (PT). The call-in number is (844) 236-5642, in the U.S., and (562) 508-4617, outside the U.S. The event passcode is 4785913.
To maximize efficiency, I will address the organization and then answer your pre-submitted questions. Please submit all questions in the form of an email toAskRichard@Swifttrans.com, prior to 3:00 PM (ET)/12:00 PM (PT), today. That will allow me to answer as many questions as possible.
If you receive any questions from other Independent Contractors, please refer them to the press release on our website or have them emailcommunications@Swifttrans.com.
I thank you for your continued hard work and dedication to SWIFT and I want you to know that I amconfident that SWIFT’s future holds even greater opportunities for you, in the future.
Richard Stocking President & CEO
Additional information and where to find it.
Investors and security holders are urged to carefully review and consider each of Swift TransportationCompany’s (the “Company”) and Knight Transportation, Inc.’s (“Knight”) public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by the Company with the SEC may be obtained free of charge at Company’s website at http://investor.swifttrans.com/ or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from the Company by requesting them in writing to 2200 S. 75th Ave., Phoenix, AZ 85043, or by telephone at 1-800-800-2200. The documents filed by Knight with the SEC may beobtained free of charge at Knight’s website atwww.knighttrans.com or at the SEC’s website atwww.sec.gov. These documents may also be obtained free of charge from Knight by requesting them in writing to 20002 N 19th Ave, Phoenix, AZ 85027, or by telephone at 602-269-9700.
In connection with the proposed transaction, the Company intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of Knight and the Company and a prospectus of the Company, and each party will file other documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND KNIGHT ARE URGED TO CAREFULLY READ THE ENTIRE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A definitive joint proxy statement/prospectus will be sent to the shareholders of each party seeking the required shareholder approval. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from the Company or Knight as described above. The contents of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the joint proxy statement/prospectus.
Certain Information Regarding Participants
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about the Company’sdirectors and executive officers in its definitive proxy statement for the 2016 Annual Meeting of Stockholders, which was filed with the SEC on April 22, 2016, and in other documents filed with the SEC by the Company and its directors and executive officers. Additional information regarding the interests of these directors and executive officers in the proposed transaction will be included in the registration statement, joint proxy statement/prospectus or other documents filed with the SEC if any when they become available. You may obtain these documents (when they become available) free of charge at the SEC’s web site at www.sec.gov and from the Company as described above.
No Offer or Solicitations
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.