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Ancora Comments on Forward Air's Disappointing Earnings Report and Sets Record Straight on Certain Misleading Company DisclosuresAncora Holdings, Inc. (together with its affiliates, "Ancora" or "we"), a significant shareholder of Forward Air Corporation ("Forward Air" or the "Company") (NASDAQ:FWRD), which together with the other participants in its solicitation beneficially owns approximately 6.3% of the Company's outstanding shares, today issued an open letter to shareholders commenting on the Company's disappointing fourth quarter 2020 earnings report and addressing certain misleading statements made by the Company in its February 10, 2021 press release. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210216005694/en/ Ancora remains highly disappointed by the operating performance at Forward Air as reported results for 4Q20 and FY 2020, as well as guidance for 1Q21, can be characterized as substandard at best. In our view, there continues to be a clear lack of operating discipline at the management level and ineffective oversight at the Board level. We believe recent results further confirm our stated view that a revamped strategy underpinned by a refreshed Board and strengthened management team is paramount to enhancing value for all shareholders. Ancora strongly believes that if elected, our four director nominees - James Chadwick, Andrew C. Clarke, Dawn Garibaldi and Scott M. Niswonger - will help Forward Air return to producing best-in-class results from a margin and return perspective. Ancora remains open to reaching an amicable resolution with the Company; however, we feel compelled to set the record straight following the Company's mischaracterization of our settlement discussions. More troubling to us than the inaccuracies in its characterization of events is the fact that the Company seemingly fails to appreciate that any acceptable settlement would have to address the Company's performance issues and the need to strengthen senior management. Ancora believes the following key items will resonate with shareholders as they evaluate the situation, each of which is discussed in greater detail in the accompanying letter included with this release.
About Ancora
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS Ancora Catalyst Institutional, LP, together with the other participants named herein (collectively, "Ancora"), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of shareholders of Forward Air Corporation, a Tennessee corporation (the "Company"). ANCORA STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON (News - Alert) THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR. The participants in the proxy solicitation are anticipated to be Ancora Catalyst Institutional, LP ("Ancora Catalyst Institutional"), Ancora Catalyst, LP ("Ancora Catalyst"), Ancora Merlin Institutional, LP ("Ancora Merlin Institutional"), Ancora Merlin, LP ("Ancora Merlin"), Ancora Catalyst SPV I LP - Series I ("Ancora SPV I"), Ancora Catalyst SPV I LP - Series J ("Ancora SPV J"), Ancora Catalyst SPV I LP - Series K ("Ancora SPV K"), Ancora Catalyst SPV I LP - Series L ("Ancora SPV L"), Ancora Catalyst SPV I SPC Ltd. - Segregated Portfolio E ("Ancora SPC E" and together with Ancora Catalyst Institutional, Ancora Catalyst, Ancora Merlin Institutional, Ancora Merlin, Ancora SPV I, Ancora SPV J, Ancora SPV K and Ancora SPV L, the "Ancora Funds"), Ancora Advisors, LLC ("Ancora Advisors"), Ancora Alternatives LLC ("Ancora Alternatives"), Ancora Family Wealth Advisors, LLC ("Ancora Family Wealth"), The Ancora Group Inc. ("Ancora Inc."), Inverness Holdings LLC ("Inverness Holdings"), Ancora Holdings Inc. ("Ancora Holdings"), Frederick DiSanto, James M. Chadwick, Andrew C. Clarke, Dawn Garibaldi and Scott M. Niswonger. As of the date hereof, Ancora Catalyst Institutional directly owns 234,417 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock"). As of the date hereof, Ancora Catalyst directly owns 18,004 shares of Common Stock. As of the date hereof, Ancora Merlin Institutional directly owns 230,999 shares of Common Stock. As of the date hereof, Ancora Merlin directly owns 21,450 shares of Common Stock. As of the date hereof, Ancora SPV I directly owns 165,004 shares of Common Stock. As of the date hereof, Ancora SPV J directly owns 188,345 shares of Common Stock. As of the date hereof, Ancora SPV K directly owns 190,725 shares of Common Stock. As of the date hereof, Ancora SPV L directly owns 84,541 shares of Common Stock. As of the date hereof, Ancora SPC E directly owns 483,130 shares of Common Stock. As of the date hereof, 115,884 shares of Common Stock were held in a certain managed account for which Ancora Advisors serves as the investment adviser to (the "Ancora Advisors SMA (News - Alert)"). As of the date hereof, 1,300 shares of Common Stock were held in a certain managed account for which Ancora Family Wealth serves as the investment adviser to (the "Ancora Family Wealth SMA"). As of the date hereof, Mr. Clarke beneficially owns 2,500 shares of Common Stock held in the Andrew C. Clarke Revocable Trust, of which Mr. Clarke is the sole settlor, beneficiary and trustee. As of the date hereof, Mr. Niswonger directly owns 10,000 shares of Common Stock. Ancora Advisors, as the investment adviser to the Ancora Advisors SMA, may be deemed the beneficial owner of the 115,884 shares of Common Stock held in the Ancora Advisors SMA. Ancora Alternatives, as the investment adviser to each of the Ancora Funds and the general partner of each of the Ancora Funds other than Ancora SPC E, may be deemed the beneficial owner of an aggregate of 1,616,615 shares of Common Stock owned by the Ancora Funds. Ancora Family Wealth, as the investment adviser to the Ancora Family Wealth SMA, may be deemed the beneficial owner of the 1,300 shares of Common Stock held in the Ancora Family Wealth SMA. Ancora Inc., as the sole member of Ancora Advisors, may be deemed the beneficial owner of the 115,884 shares of Common Stock held in the Ancora Advisors SMA. Inverness Holdings, as the sole member of Ancora Family Wealth, may be deemed the beneficial owner of the 1,300 shares of Common Stock held in the Ancora Family Wealth SMA. Ancora Holdings, as the sole member of each of Ancora Alternatives and Inverness Holdings and the sole shareholder of Ancora Inc., may be deemed the beneficial owner of an aggregate of 1,733,799 shares of Common Stock owned by the Ancora Funds and held in the Ancora Advisors SMA and Ancora Family Wealth SMA. Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora Holdings, may be deemed the beneficial owner of 1,733,799 shares of Common Stock owned by the Ancora Funds and held in the Ancora Advisors SMA and Ancora Family Wealth SMA. As of the date hereof, neither Mr. Chadwick nor Ms. Garibaldi owns any shares of Common Stock.
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