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Forward Air Corporation Acquires Total Quality, Inc.



  Forward Air Corporation Acquires Total Quality, Inc.

Business Wire

GREENEVILLE, Tenn. -- March 4, 2013

Forward Air Corporation (NASDAQ:FWRD) today announced that it has acquired
Total Quality, Inc. (TQI), a premium provider of maximum security and
temperature-controlled services to the pharmaceutical and life science
industries.

Headquartered in Grand Haven, MI, TQI had 2012 revenues of approximately of
$54.8 million. The purchase price was $66 million (or approximately 8x TQI’s
2012 adjusted EBITDA) plus an earn-out of up to $5 million based upon TQI’s
performance in 2013 and 2014. TQI was acquired on a cash free, debt free basis
with an adjustment for working capital. The transaction will be funded by
Forward Air’s cash reserves and is expected to be accretive to its 2013
earnings.

Founded in 1992, TQI utilizes industry-leading temperature–controlled
equipment, 24-hour real-time monitoring and tracking technology, and layered
security features and practices to provide its customers with a level of
service that is unmatched in the industry today. In addition to its core
pharmaceutical services, TQI also provides truckload and less-than-truckload
brokerage transportation services.

Terry Fewless, founder and President of TQI, said: “We are extremely excited
to join the Forward Air team. We feel that TQI and Forward Air are a great
fit, as each company truly values providing best-in-class service levels to
its customers. This is a necessary and logical next step for TQI. Forward Air
will be able to provide us with the perfect mix of resources, structure and
industry expertise necessary to capture our growth potential, while not
sacrificing our customer commitment to provide high quality service.”

Bruce A. Campbell, Chairman, President and CEO, said, “We are very excited
about the acquisition of TQI. Our team has looked at a number of acquisition
opportunities over the last few years only to have them eliminated from
consideration due to core customer channel conflicts, high levels of asset
intensity or inferior margins and returns. None of those hurdles exists with
TQI.”

Continuing, Mr. Campbell said, “Not unlike our legacy airport-to-airport
business, TQI has found a niche where they provide extremely high levels of
service to their customer base that recognize this value driven proposition.
This high level of service is a differentiator as well as a barrier to entry
for other would be competitors.

In closing, Mr. Campbell said, “We look forward to the addition of this newest
service offering to our airport-to-airport network, TLX full truckload,
Complete pick-up and delivery and Solutions final mile services. Undoubtedly,
there will be both cross-selling and operational opportunities for our
combined teams to take advantage of as we move forward.”

About Forward Air Corporation

Forward Air Corporation operates two business segments, Forward Air, Inc. and
Forward Air Solutions, Inc.

Forward Air, Inc. is a high-service-level contractor to the air cargo industry
providing time-definite ground transportation services through a network of
terminals located on or near major airports in 85 cities in the United States
and Canada. It provides these services as a cost-effective alternative to air
transportation of cargo that must be delivered at a specific time but is
relatively less time-sensitive than traditional air freight or when air
transportation is not economical.

Forward Air Solutions, Inc. is a provider of pool distribution services. Pool
distribution involves the consolidation and shipment of several smaller
less-than-truckload shipments to a common area or region. Once at the regional
destination, the loads are deconsolidated, then grouped with other shipments
with common delivery points, and delivered in a very precise, time-sensitive
manner. Our pool distribution network consists of terminals and service
locations in 19 cities within the Mid-Atlantic, Southeast, Midwest and
Southwest.

Important Information

This press release contains “forward-looking statements,” as defined in
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements are
statements other than historical information or statements of current
condition and relate to future events or our future financial performance,
including, without limitation, statements as to TQI or the anticipated
benefits of the transaction. Some forward-looking statements may be identified
by use of such terms as “believes,” “anticipates,” “intends,” “plans,”
“estimates,” “projects” or “expects.” Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause our
actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The following is a list of factors, among others,
that could cause actual results to differ materially from those contemplated
by the forward-looking statements: economic factors such as recessions,
inflation, higher interest rates and downturns in customer business cycles,
our inability to maintain our historical growth rate because of a decreased
volume of freight moving through our network or decreased average revenue per
pound of freight moving through our network, increasing competition and
pricing pressure, surplus inventories, loss of a major customer, the
creditworthiness of our customers and their ability to pay for services
rendered, our ability to secure terminal facilities in desirable locations at
reasonable rates, the inability of our information systems to handle an
increased volume of freight moving through our network, changes in fuel
prices, claims for property damage, personal injuries or workers'
compensation, employment matters including rising health care costs,
enforcement of and changes in governmental regulations, environmental and tax
matters, the handling of hazardous materials, the availability and
compensation of qualified independent owner-operators and freight handlers
needed to serve our transportation needs and our inability to successfully
integrate acquisitions. As a result of the foregoing, no assurance can be
given as to future financial condition, cash flows or results of operations.
We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Contact:

Forward Air Corporation
Rodney L. Bell, 423-636-7000
rbell@forwardair.com
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