Knight Transportation Responds to USA Truck’s Rejection of $9.00 Per Share All-Cash, Premium Proposal

  Knight Transportation Responds to USA Truck’s Rejection of $9.00 Per Share
  All-Cash, Premium Proposal

  Announces Increased Ownership Position of Approximately 11.3% in USA Truck

Business Wire

PHOENIX -- September 30, 2013

Knight Transportation, Inc. (NYSE:KNX)(“Knight”), one of North America’s
largest and most diversified truckload transportation companies, today issued
the following statement regarding USA Truck, Inc.’s (NASDAQ:USAK) rejection of
Knight’s $9.00 per share, all-cash, premium proposal:

We are disappointed that USA Truck has once again rejected Knight’s all-cash,
premium proposal. Since making our proposal public, we have had discussions
with several of USA Truck’s largest shareholders that have indicated their
support for our proposal and have encouraged us to continue to take the
necessary steps to acquire USA Truck. We continue to believe that a
combination of Knight and USA Truck is better positioned to deliver value for
and is in the best interest of all of Knight and USA Truck’s stakeholders, and
we are prepared to take the necessary steps to make this combination a

Knight also announced today that it has filed with the U.S. Securities and
Exchange Commission an amendment to its Schedule 13D, originally filed on
September 26, 2013, disclosing an increased ownership position of 1,192,364
shares of USA Truck common stock, representing approximately 11.3% of USA
Truck’s shares outstanding.

As previously announced on September 26, 2013, Knight proposed to acquire all
of the outstanding shares of USA Truck for $9.00 per share in cash, valuing
the equity of USA Truck at approximately $95 million. The total value of the
proposed transaction is approximately $242 million, including USA Truck’s
approximately $147 million of outstanding net indebtedness. The proposal
represents a significant premium of approximately 39% to USA Truck’s closing
price on September 25, 2013, the last trading day prior to public announcement
of Knight’s proposal; a premium of approximately 50% to USA Truck’s average
closing price for the ten trading day period prior to Knight’s announcement;
and a premium of approximately 58% to USA Truck’s closing price on August 27,
2013, the last trading day prior to Knight’s August 28, 2013, proposal letter
to USA Truck’s Board of Directors.

Evercore is acting as financial advisor to Knight and Fried, Frank, Harris,
Shriver & Jacobson LLP is acting as Knight’s legal advisor.

About Knight Transportation

Knight Transportation, Inc. is a provider of multiple truckload transportation
services using a nationwide network of service centers in the U.S. to serve
customers throughout North America. In addition to operating one of the
country’s largest tractor fleets, Knight also partners with third-party
equipment providers to provide a broad range of truckload services to its
customers while creating quality driving jobs for our driving associates and
successful business opportunities for owner-operators.

Forward-Looking Statements

Some statements set forth in this press release, including those regarding
Knight’s proposal to acquire USA Truck and the expected impact of an
acquisition of USA Truck on Knight and its financial results and operations,
contain forward-looking statements that are subject to change. Statements
including words such as “believe”, “expect”, or similar words as well as
statements in the future tense are forward-looking statements. These
forward-looking statements are subject to risks and uncertainties that could
cause actual events or actual future results to differ materially from the
expectations set forth in the forward-looking statements. Some of the factors
which could cause results to differ materially from the expectations expressed
in these forward-looking statements include the following: the possibility
that an acquisition of USA Truck by Knight may not be completed; the risk
that, if the acquisition is completed, Knight may face difficulty or be unable
to enhance the performance of USA Truck’s operations or successfully integrate
USA Truck’s operations; and other factors identified from time-to-time in
Knight’s filings with the Securities and Exchange Commission. All
forward-looking statements in this press release are qualified by these
cautionary statements and are made only as of the date of this news release.


Knight Transportation, Inc.
Dave Jackson, President / Adam Miller, CFO
(602) 606-6349
Joele Frank, Wilkinson Brimmer Katcher
Andrew Siegel / Eric Brielmann / James Golden
(212) 355-4449
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