Trucker ends plan to prevent takeover

USA Truck board halts ‘poison pill’

USA Truck board members have voted to terminate the shareholders’ rights plan enacted in 2012 to preserve stock value and protect the company from a potential takeover attempt.

Citing improved finances and the successful efforts to keep a takeover attempt at bay, the board voted for the rights plan, commonly referred to as a “poison pill,” to end today.

“The board believes the shareholder rights plan has served its purpose,” Chief Financial Officer Cliff Beckham said.

“We’re strong enough now to stand on our own.”

Under the poison pill the company had a 15 percent ownership threshold for shares that was designed to make acquiring additional stock less attractive to a suitor.

All of the Van Burenbased trucking and transportation company’s board members voted in favor of terminating the plan, according to a company news release.

Board Chairman Robert Peiser said in a release that the plan was no longer needed.

“We adopted the [plan] as we began implementing a comprehensive turnaround program designed to bring increased value to USA Truck’s stockholders and increased opportunity to our employees,” Peiser said in the release.

“The plan was designed to give the Company time to execute our turnaround without unnecessary distractions, including unsolicited and inadequate takeover offers.”

USA Truck fought off one such takeover attempt

last fall from Knight Transportation of Phoenix, which offered a deal valued at $242 million.

By entering into a standstill agreement on Feb. 4, Knight agreed not to force a takeover attempt or acquire new shares and USA Truck dropped a lawsuit against its competitor.

Currently, Knight is the third-largest shareholder of USA Truck with 1.2 million shares. Stone House Capital of New York reported ownership of 1.55 million shares, or 14.7 percent of USA Truck stock. Baker Street Capital of California owns 1.4 million shares.

USA Truck reported a $ 4.69 million loss in the fourth quarter of 2013 but cited a pair of one-time expenses, including its legal fight against Knight, as prohibiting the company from reporting a gain for the first time in more than two years. Without those expenses, USA Truck reported operating income of $1.3 million.

“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,” Peiser said in the release.

“The Board’s decision to terminate the plan demonstrates our confidence in the Company’s management team, ongoing strategy and employees.”

Stock of USA Truck was trading at $ 2.82 per share on the day the plan was announced in 2012.

Since then shares have traded as high as $16.99 over the past 52 weeks and ended Thursday at $16.61 per share.

USA Truck will hold its annual shareholders meeting in May.

No date has been announced.