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Filed by: Circle International Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed pursuant to Rules 14a-12 of
the Securities Exchange Act of 1934
Subject Company: Circle International Group, Inc.
Commission File No.: 0-8664
Subject Company: EGL, Inc.
Commission File No.: 0-27288
PRESS RELEASE
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AT EGL, INC. AT CIRCLE
Elijio V. Serrano Michael D. Slaughter Gary N. Frantz
Chief Financial Officer Vice President Director
Investor Relations Corporate Communications
(281) 618-3665 (281) 618-3428 (415) 978-0650
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FOR IMMEDIATE RELEASE
AUGUST 1, 2000
EGL, INC. AND CIRCLE INTERNATIONAL GROUP, INC. GRANTED EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD IN CONNECTION WITH PROPOSED MERGER
HOUSTON, TEXAS, AUGUST 1, 2000 - EGL, Inc. (NASDAQ: EAGL) announced today that
it has been granted early termination, effective July 28th, of the waiting
period under the Hart-Scott-Rodino Act with respect to its proposed merger with
Circle International Group, Inc. (NASDAQ: CRCL).
EGL has scheduled a special meeting of its shareholders to vote on the merger
for September 18, 2000 and Circle has scheduled a special meeting of its
shareholders to vote on the merger for September 20, 2000. EGL and Circle have
established August 2, 2000 as the record date for determining shareholders
entitled to notice of and to vote at the special meetings.
"We are pleased to have received Hart-Scott-Rodino clearance on a timely basis,"
commented James R. Crane, chairman and CEO of EGL. "We believe that the proposed
merger of Circle and EGL brings together complementary strengths, creating a
formidable service organization well positioned to compete in the global
marketplace."
Under the terms of the proposed merger, which was announced jointly by EGL and
Circle on July 3, 2000, each of Circle's shares of common stock are to be
converted into one share of EGL common stock. Completion of the proposed merger
is subject to the approval of the shareholders of both companies and the
satisfaction of other customary conditions.
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About EGL: EGL, Inc. operates under the name EGL Eagle Global Logistics. EGL's
dedication to providing superior flexibility and fewer shipping restrictions on
a price competitive basis has made it a leading provider of heavy-weight
airfreight forwarding and other transportation and logistics services. EGL's
network of 92 terminals in nine countries features state-of-the-art information
systems designed to maximize cargo management efficiency and customer
satisfaction.
About Circle: Headquartered in San Francisco, Circle International Group, Inc.
is a global logistics solutions company. Founded in 1898, Circle today has more
than 4,900 employees, with over 300 offices in 100 countries. With annual
revenues of over $800 million, Circle provides integrated services including
multi-modal air and ocean freight forwarding, customs brokerage, materials
management, warehousing, distribution and fulfillment, trade facilitation and
procurement, and logistics and supply chain management.
FORWARD LOOKING STATEMENT AND INVESTOR NOTICE
The statements in this press release regarding the proposed Circle merger and
any other statements, which are not historical facts, are forward looking
statements. Such statements involve risks and uncertainties, including, but not
limited to, risks that the merger will be delayed or not occur and other factors
detailed in EGL and Circle's filings with the Securities and Exchange Commission
("SEC"). If one or more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect, actual outcomes may vary materially from
those indicated.
EGL filed a registration statement on Form S-4 with the SEC on July 27, 2000. In
the connection with the merger, EGL and Circle expect to mail a joint proxy
statement/prospectus, which will be part of the registration statement, to
shareholders of EGL and Circle containing information about the merger.
Shareholders of EGL and Circle are urged to read the joint proxy
statement/prospectus and any other relevant documents filed with the SEC. The
joint proxy statement/prospectus will contain important information about EGL,
Circle, the merger, the persons soliciting proxies related to the merger, and
related matters that should be considered by shareholders before making any
decision regarding the merger and related transactions. The registration
statement, joint proxy statement/prospectus and other documents will be
available free of charge on the SEC's web site at http://www.sec.gov and from
EGL and Circle. EGL and Circle also file annual, quarterly and special reports,
proxy statements and other information with the SEC that are available free of
charge at the SEC's web site and from EGL and Circle.
In addition, the identity of the people who, under SEC rules, may be considered
"participants in the solicitation" of EGL shareholders and Circle shareholders
in connection with the proposed merger, and a description of their interests, is
available in an SEC filing under Schedule 14A made by each of EGL and Circle on
July 3, 2000.
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FOR MORE INFORMATION ABOUT EGL:
CONTACT EGL INVESTOR RELATIONS VIA THE INTERNET AT [email protected] OR
BY TELEPHONE AT 281/618-3428, MICHAEL SLAUGHTER, VICE PRESIDENT OF
INVESTOR RELATIONS.
