ContractAgreement and Plan of Merger • January 13th, 2016 • XPO Logistics, Inc. • Transportation services
On September 9, 2015, XPO Logistics, Inc. (“XPO” or the “Company”) entered into an Agreement and Plan of Merger (the “Con-way Agreement”), dated as of September 9, 2015, with “Con-way Inc. (“Con-way”) and Canada Merger Corp., a Delaware corporation and a wholly-owned subsidiary of XPO (“Merger Sub”). Pursuant to the Con-way Agreement, on September 15, 2015, Merger Sub commenced a tender offer to purchase all of the outstanding shares of the common stock, par value $0.625 per share, of Con-way (“Shares”), at a price of $47.60 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 15, 2015 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), filed as Exhibit (a)(1)(a) and Exhibit
