Cudahy-based Roadrunner Transportation Systems Inc., a leading asset-light transportation and logistics services provider, announced today it has entered into a definitive merger agreement to acquire all of the outstanding stock of Prime Logistics Corp. of Plainfield, Ind., for approximately $97.5 million.

The transaction will include $94.5 million in cash and $3.0 million in stock.

To finance the transaction, Roadrunner will expand its credit facility to $240 million. The parties have received regulatory approval for the transaction and expect to close on or before Sept. 15, 2011, subject to customary closing conditions.

Prime is a non-asset based provider of logistics and freight consolidation services with 2010 revenues of approximately $67.5 million.

Mark DiBlasi, president and chief executive officer of Roadrunner, said, "This transaction is strategically beneficial for both companies. Prime provides Roadrunner with enhanced logistics and consolidation capabilities to offer to our combined customer base. Prime's business model is similar to our LTL model, with the added capability of warehousing and order fulfillment when desired by customers … Prime is an outstanding fit for Roadrunner and directly in line with our acquisition and expansion criteria. Prime will continue to operate under the leadership of its existing management team, and will report up through our organization within the Truckload and Logistics segment. We anticipate that limited organizational changes combined with the strength of Prime's management team and strong cultural fit with our team will minimize integration risk. We are pleased to have been selected as Prime's partner for the next phase of their growth."

Kevin Salwin, vice president of Prime, said, "Prime has grown considerably over the past decade by enhancing our service offerings and capabilities to provide significant value to our customers, enabling them to exceed the increasing requirements of their customers. Our service metrics and value provided to our customers lead the industry, and our ability to maintain that position underlies all decisions we make as a company. The merger with Roadrunner is a key step in the next phase of our strategy, as their capabilities will allow us to provide our customers with the full suite of TMS services and access to more efficient LTL offerings to accelerate our growth."

Peter Armbruster, chief financial officer of Roadrunner, said, "We expect the Prime transaction to be immediately accretive to our earnings per share and in the range of $0.16 to $0.18 in 2012. In connection with the transaction, we will incur a one-time charge of approximately $1.0 million related to acquisition costs in the third quarter. As we continue to execute our strategic growth plan, our expanded credit facility will provide us with the necessary financial flexibility."