Rand Logistics Announces Program for Cashless Exercise of Warrants
24 September 2008 - 6:01AM
Business Wire
Rand Logistics, Inc. (Nasdaq: RLOG; RLOGW; RLOGU) (�Rand� or the
�Company�) announced today that it intends to commence an offer to
temporarily modify the terms of the Company�s outstanding,
publicly-traded warrants, to provide warrant holders with the
opportunity to exercise their warrants on a cashless basis by
exchanging 25 warrants for one share of common stock. The offer is
expected to commence on September 26, 2008 and expire on October
24, 2008. During the period of the offer, warrant holders may also
continue to exercise their warrants for the $5.00 cash exercise
price in accordance with the original terms of the warrants. The
warrants expire on October 26, 2008. Warrant holders that desire to
exercise their warrants on a cashless basis pursuant to the offer
must tender their warrants in accordance with the terms of the
offer prior to the expiration date of the offer, the instructions
for which will be included in the offering materials to be
distributed to warrant holders upon commencement of the offer.
Warrants tendered pursuant to the offer may be withdrawn at anytime
on or prior to the expiration date of the offer. Withdrawn warrants
will be returned to the holder in accordance with the terms of the
offer. Upon expiration of the offer, the original terms of the
warrants will continue to apply. THE COMPANY�S BOARD OF DIRECTORS
HAS APPROVED THE OFFER IN ACCORDANCE WITH THE RECOMMENDATION OF A
COMMITTEE COMPRISED OF INDEPENDENT MEMBERS OF THE BOARD (EACH OF
WHOM OWNS LESS THAN 2,000 WARRANTS) WHICH ESTABLISHED THE MATERIAL
TERMS OF THIS OFFER, INCLUDING THE EXCHANGE RATE OF TWENTY-FIVE
WARRANTS FOR ONE SHARE OF COMMON STOCK. THE INDEPENDENT COMMITTEE
ESTABLISHED THE EXCHANGE RATE WITH THE ASSISTANCE OF AN INDEPENDENT
FINANCIAL ADVISOR. NONE OF THE COMPANY, ITS DIRECTORS, OFFICERS OR
EMPLOYEES, MAKES ANY RECOMMENDATION AS TO WHETHER WARRANT HOLDERS
SHOULD EXERCISE THEIR WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE
HIS, HER OR ITS OWN DECISION AS TO WHETHER TO EXERCISE SOME OR ALL
OF HIS, HER OR ITS WARRANTS PURSUANT TO THE OFFER. The offer
described in this press release has not yet commenced. At the time
the offer is commenced, the Company intends to file with the
Securities and Exchange Commission (SEC) a Tender Offer Statement
on Schedule TO containing an offer to purchase, the form of letter
of transmittal and other documents relating to the offer. These
documents will contain important information about the offer and
warrant holders are urged to read them carefully when they become
available. These documents, when they are filed with the SEC, and
other documents relating to the Company, may be obtained, free of
charge, at the SEC's website at www.sec.gov, or from the
Information Agent for the offer. This press release itself is not
intended to constitute an offer or solicitation to buy or exchange
securities in Rand. About Rand Logistics, Inc. Rand Logistics, Inc.
is a leading provider of bulk freight shipping services throughout
the Great Lakes region. Through its subsidiaries, the Company
operates a fleet of ten self-unloading bulk carriers, including
eight River Class vessels and one River Class integrated tug/barge
unit, and three conventional bulk carriers, of which one is
operated under a contract of affreightment. The Company is the only
carrier able to offer significant domestic port-to-port services in
both Canada and the U.S. on the Great Lakes. The Company�s vessels
operate under the U.S. Jones Act � which dictates that only ships
that are built, crewed and owned by U.S. citizens can operate
between U.S. ports � and the Canada Marine Act � which requires
Canadian commissioned ships to operate between Canadian ports.
Forward-Looking Statements This press release may contain
forward-looking statements (within the meaning of the Private
Securities Litigation Reform Act of 1995) concerning the Company
and its operating subsidiaries. Forward-looking statements are
statements that are not historical facts, but instead statements
based upon the current beliefs and expectations of management of
the Company. Such forward-looking statements are subject to risks
and uncertainties, which could cause actual results to differ from
the results included in such forward-looking statements.
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