Pacer International Shareholders Approve Merger with XPO Logistics

  Pacer International Shareholders Approve Merger with XPO Logistics

Business Wire

DUBLIN, Ohio -- March 27, 2014

Pacer International, Inc. (“Pacer”) (NASDAQ:PACR), the third largest provider
of intermodal transportation services in North America, today announced that
its shareholders have approved the acquisition of Pacer by XPO Logistics, Inc.

The proposal, which required approval by a majority of Pacer’s outstanding
shares, was approved at a special shareholders meeting held today in Dublin,
Ohio. Based on the final voting results, approximately 97.4% of the shares
present at the special meeting voted to approve the merger, representing
approximately 73.2% of Pacer’s outstanding common shares as of February 21,
2014, the record date for the special meeting.

“We are pleased that our shareholders have recognized the merits of our merger
with XPO,” said Daniel Avramovich, chairman and chief executive officer of
Pacer. “I would like to offer my sincere thanks and appreciation to Pacer’s
dedicated employees. I am extremely proud of this group of people and see
today’s result as a culmination of the value that they have delivered to our

Shareholders today also voted to approve a non-binding proposal regarding
certain merger-related executive compensation arrangements.

Pacer and XPO currently expect to complete the merger on March 31, 2014.

About Pacer International, Inc.

Pacer International, Inc. (NASDAQ:PACR), a leading North American freight
transportation and logistics services provider, offers a broad array of
services to facilitate the movement of freight through its intermodal and
logistics operating segments. Pacer's intermodal segment utilizes its
container capacity, integrated local transportation services, and door-to-door
intermodal management services. Its logistics segment provides truck
brokerage, warehousing and distribution, global freight forwarding services
and supply chain management services.

Pacer's contractual arrangements with rail carriers provide access to more
than 60,000 miles of network rail routes. To support these operations, Pacer
manages one of the largest domestic intermodal fleets in North America, with
approximately 17,000 Pacer-controlled containers and access to over 100,000
additional big and small boxes. For more

Forward Looking Statements

This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are, or may be deemed to be, forward-looking
statements. In some cases, forward-looking statements can be identified by the
use of forward-looking terms such as "anticipate," "estimate," "believe,"
"continue," "could," "intend," "may," "plan," "potential," "predict,"
"should," "will," "expect," "objective," "projection," "forecast," "goal,"
"guidance," "outlook," "effort," "target" or the negative of these terms or
other comparable terms. However, the absence of these words does not mean that
the statements are not forward-looking. These forward-looking statements are
based on certain assumptions and analyses made by Pacer in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors Pacers believe are
appropriate in the circumstances.

These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause actual results, levels of
activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. Factors that might cause or
contribute to a material difference include, but are not limited to, those
discussed in XPO's and Pacer's filings with the Securities and Exchange
Commission and the following: economic conditions generally; competition;
XPO's ability to find suitable acquisition candidates and execute its
acquisition strategy; the expected impact of the acquisition of Pacer,
including the expected impact on XPO's results of operations; the ability to
obtain the requisite regulatory approvals and the satisfaction of other
conditions to consummation of the transaction; the ability to realize
anticipated synergies and cost savings; XPO's ability to attract and retain
key employees to execute its growth strategy, including retention of Pacer's
management team; litigation, including litigation related to misclassification
of independent contractors; the ability to develop and implement a suitable
information technology system; the ability to maintain positive relationships
with XPO's and Pacer's networks of third-party transportation providers; the
ability to retain XPO's and Pacer's largest customers; XPO's ability to
successfully integrate Pacer and other acquired businesses; and governmental
regulation. All forward-looking statements set forth in this document are
qualified by these cautionary statements and there can be no assurance that
the actual results or developments anticipated will be realized or, even if
substantially realized, that they will have the expected consequences to, or
effects on, XPO, Pacer or their respective businesses or operations.
Forward-looking statements set forth in this document speak only as of the
date hereof, and neither XPO nor Pacer undertake any obligation to update
forward-looking statements to reflect subsequent events or circumstances,
changes in expectations or the occurrence of unanticipated events except to
the extent required by law.


Steve Markosky, +1-614-923-1703
Joele Frank, Wilkinson Brimmer Katcher
Matthew Sherman, Tim Lynch, Joseph Sala, +1-212-355-4449
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