Hennessy Capital Acquisition and Daseke announce merger agreement
Hennessy Capital Acquisition and Daseke have entered into a definitive merger agreement. This proposed transaction will allow Daseke to become a Nasdaq-listed public company. Daseke is a consolidator of the open deck freight market in North America. Since being founded in 2009, Daseke has grown revenue both organically and through mergers from $30M to $679M in 2015. Daseke will continue to be led by current CEO Don Daseke. HCAC will acquire all of the outstanding capital stock of Daseke in an all-stock merger transaction which will introduce Daseke as a publicly traded company, with an anticipated initial enterprise value of approximately $702M. HCAC will change its name to Daseke and apply to continue to list its common stock and warrants on the NASDAQ Capital Market under the ticker symbols "DSKE" and "DSKEW," respectively. The aggregate consideration payable upon closing will be $626M, consisting entirely of newly issued shares of HCAC common stock at a value of $10.00 per share. The merger agreement also contains an earn-out provision through which HCAC may issue up to 15 million additional shares of HCAC common stock to existing Daseke stockholders for the achievement of specified Adjusted EBITDA targets and share price thresholds for FY17, FY18 and FY19. HCAC has secured all the required financing to complete the proposed transaction and related refinancing. Upon completion of the proposed transaction, HCAC CEO Daniel J. Hennessy and COO Kevin Charlton will join the Daseke board of directors. The proposed transaction is expected to close promptly following HCAC's special meeting of stockholders to approve the proposed transaction. Upon consummation, it is anticipated that Daseke management will own approximately 50% of the combined company common stock. The parties expect the merger will be completed in 1Q17.