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Logistics company Forward Air is in takeover talks amid activist pressure to sell the company, CFO Jamie Pierson said on an earnings call Wednesday evening.

Why it matters: Ancora Holdings Group is urging shareholders to vote three directors off the board, citing resistance to a strategic review of sale options, per a Wednesday letter.

What they're saying: "There is no guarantee that we will enter into a transaction of any kind, and [we] do not plan to update the market on the details of the process as it progresses," Pierson said. 

"We firmly believe that all of our directors are vital to these efforts," CEO Shawn Stewart said on the call.

Catch up quick: Forward Air tried to ditch its 2023 merger with Omni Logistics, prompting a lawsuit from Omni to force the deal through.

The deal prompted a nearly $1 billion quarterly loss last year, and Forward Air's president, CEO and three board members subsequently departed.

Under pressure from shareholders to sell the company, Forward Air announced the strategic review in January.

Yes, but: Ancora's letter questioned the board's ability to credibly execute the review.

"In the four months since its announcement, the Board has moved alarmingly slowly, causing us to become deeply troubled by its apparent inability or unwillingness to advance shareholders' best interests," Ancora says.

"We fear that the Board has not even entered into non-disclosure agreements with any interested parties as of the date of this letter," the letter says. 

The firm is targeting board chairman George S. Mayes Jr., director Javier Polit and director Laurie A. Tucker, who supported the Omni deal and then resisted the review, the investor says.

By the numbers: Ancora holds a roughly 4.1% stake in Forward Air, making it a top 10 shareholder.

Between the lines: It's unclear whether the sale discussions are regarding the entire company — or merely one or more of its business divisions.

Its intermodal assets could be of interest. J.B. Hunt Transport Services acquired Walmart's division last February, while analysts asked Knight-Swift about its plans for its intermodal arm during a Q1 earnings call. 

Selling intermodal, brokerage, or other non-LTL assets would follow XPO's value-creation playbook of pursuing pure-play operations at scale.

Forward Air enters deal talks as activist pressure mounts

Ancora is urging shareholders to vote three directors off the board, citing resistance to a strategic review of sale options.

Animated illustration of a silhouetted tractor trailer truck driving while on fire.

Illustration of Benjamin Franklin wearing a trucker hat and driving a semi truck. 

Logistics company Forward Air is in takeover talks amid activist pressure to sell the company, CFO Jamie Pierson said on an earnings call Wednesday evening.Why it matters: Ancora Holdings Group is urging shareholders to vote three directors off the board, citing resistance to a strategic review of sale options, per a Wednesday <a class="gtmContentClick" data-vars-link-text="letter" data-vars-click-url="https://www.businesswire.com/news/home/20250507369594/en/Ancora-Issues-Letter-to-Forward-Air-Shareholders-Regarding-the-Need-to-Vote-AGAINST-Three-Unfit-Legacy-Directors-at-2025-Annual-Meeting" data-vars-content-id="608a6e66-7133-41df-b69b-a92e5d45b354" data-vars-headline="Forward Air enters deal talks as activist pressure mounts" data-vars-event-category="story" data-vars-sub-category="story" data-vars-item="in_content_link" href="https://www.businesswire.com/news/home/20250507369594/en/Ancora-Issues-Letter-to-Forward-Air-Shareholders-Regarding-the-Need-to-Vote-AGAINST-Three-Unfit-Legacy-Directors-at-2025-Annual-Meeting" target="_blank">letter</a>.

Forward Air enters deal talks as activist pressure mounts

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