Offer to Purchase for Cash Common Stock of FROZEN FOOD EXPRESS INDUSTRIES, INC. at $2.10 Net Per Share by DUFF BROTHERS CAPITAL CORPORATION Owned by: the Thomas Milton Duff Amended and Restated Trust Agreement and the James Ernest Duff Amended and...Duff Thomas Milton • July 22nd, 2013 • Trucking (no local)
Enclosed for your consideration are the Offer to Purchase, dated July 22, 2013 (as it may be amended or supplemented from time to time, the “Disclosure Document”), and the related Letter of Transmittal for Shares (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Disclosure Document, the “Offer”) in connection with the offer by Duff Brothers Capital Corporation, a Texas corporation (“Purchaser”) to purchase all of the shares of common stock (including FFE restricted shares subject to vesting conditions [“FFE Restricted Shares”]) not already owned by its control persons, $1.50 par value per share (the “Shares”), of Food Express Industries, Inc., a Texas corporation (“FFE”) that are issued and outstanding, at a price of $2.10 per Share, net to the sellers in cash (the “Offer Price”), without interest, less any applicable withholding taxes, upon the terms and subject to the conditions of the Offer.
Offer to Purchase for Cash Common Stock of FROZEN FOOD EXPRESS INDUSTRIES, INC. at $2.10 Net Per Share by DUFF BROTHERS CAPITAL CORPORATION Owned by: the Thomas Milton Duff Amended and Restated Trust Agreement and the James Ernest Duff Amended and...Duff Thomas Milton • July 22nd, 2013 • Trucking (no local)
We have been engaged by Duff Brothers Capital Corporation, a Texas corporation (“Purchaser”), to act as information agent in connection with Purchaser’s offer to purchase all of the shares of common stock (including FFE restricted shares subject to vesting conditions [“FFE Restricted Shares”]) not already owned by Purchaser’s control persons, $1.50 par value per share (the “Shares”), of Food Express Industries, Inc., a Texas corporation (“FFE”) that are issued and outstanding, at a price of $2.10 per Share, net to the sellers in cash (the “Offer Price”), without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated July 22, 2013 (the “Disclosure Document”), and the related letter of transmittal (the “Letter of Transmittal” and, together with the Disclosure Document, the “Offer”), enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered
Offer to Purchase for Cash Common Stock of FROZEN FOOD EXPRESS INDUSTRIES, INC. at $2.10 Net Per Share by DUFF BROTHERS CAPITAL CORPORATION Owned by: the Thomas Milton Duff Amended and Restated Trust Agreement and the James Ernest Duff Amended and...Merger Agreement • July 22nd, 2013 • Duff Thomas Milton • Trucking (no local)
The Offer (as defined herein) is being made pursuant to the Agreement and Plan of Merger, dated as of July 12, 2013 (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Duff Brothers Capital Corporation, a Texas corporation (“Purchaser”), Duff Brothers Subsidiary, Inc., a Texas corporation (the “Merger Sub”), and Frozen Food Express Industries, Inc., a Texas corporation (“FFE”). Purchaser is owned by the Thomas Milton Duff Amended and Restated Trust Agreement and the James Ernest Duff Amended and Restated Trust Agreement and Merger Sub is a wholly-owned subsidiary of Purchaser. Purchaser is offering to purchase all of the shares of common stock (including FFE restricted shares subject to vesting conditions [“FFE Restricted Shares”]) not already owned by its control persons, $1.50 par value per share (the “Shares”), of FFE that are issued and outstanding, at a price of $2.10 per Share, net to the sellers in
