TransMontaigne Inc. Prepared to Accept Morgan Stanley's Offer
09 May 2006 - 9:23AM
Business Wire
TransMontaigne Inc. (NYSE:TMG) today announced that its Board of
Directors is prepared to accept the terms of a definitive merger
agreement with Morgan Stanley Capital Group Inc. ("Morgan Stanley")
under which Morgan Stanley will acquire all of the outstanding
capital stock of TransMontaigne for cash consideration of $10.50
per share. The terms of the Morgan Stanley merger agreement do not
contain a financing condition, and the closing of the proposed
transaction is not subject to a due diligence condition. The other
terms of the transaction are substantially similar to the terms of
the merger agreement dated March 27, 2006, by and among SemGroup,
L.P., and certain of its affiliated entities (collectively
"SemGroup"), and TransMontaigne Inc. Pursuant to the terms of the
SemGroup merger agreement, TransMontaigne has given notice to
SemGroup of the definitive terms of the Morgan Stanley merger
agreement and that TransMontaigne's Board of Directors is prepared
to terminate the SemGroup merger agreement and enter into the
Morgan Stanley merger agreement. Following this notice, SemGroup
has until the close of business on Thursday, May 11, 2006, to
provide our Board of Directors with a revised merger agreement that
our Board of Directors determines is at least as favorable to our
stockholders as the Morgan Stanley merger agreement. If SemGroup
fails to do so, we intend to terminate the SemGroup merger
agreement and enter into the Morgan Stanley merger agreement prior
to the close of business on Friday, May 12, 2006. In the event of
such a termination by TransMontaigne, SemGroup will be entitled to
a $15 million termination fee from TransMontaigne, $7,500,000 of
which Morgan Stanley has agreed to advance to TransMontaigne,
subject to reimbursement under certain conditions. Additional
Information and Where to Find It On May 1, 2006, TransMontaigne
filed preliminary proxy materials regarding the proposed merger
with SemGroup with the SEC. Depending on the outcome of the events
described in this press release, TransMontaigne currently expects
to file amended proxy materials with the Securities and Exchange
Commission ("SEC") as soon as reasonably practicable. Upon receipt
of all necessary approvals, TransMontaigne then will mail to its
stockholders definitive materials regarding the transaction as soon
as practicable thereafter. Such proxy materials will contain
information about TransMontaigne, the proposed merger and related
matters. Stockholders are urged to read the proxy statement
carefully when it is available, as it will contain important
information that stockholders should consider before making a
decision about the merger. In addition to receiving the proxy
statement from TransMontaigne by mail, stockholders also will be
able to obtain the proxy statement, as well as other filings
containing information about TransMontaigne, without charge, from
the Securities and Exchange Commission's website
(http://www.sec.gov) or, without charge, from TransMontaigne at
http://www.transmontaigne.com. This announcement is neither a
solicitation of proxy, an offer to purchase, nor a solicitation of
an offer to sell shares of TransMontaigne. TransMontaigne and its
executive officers and directors may be deemed to be participants
in the solicitation of proxies from TransMontaigne's stockholders
with respect to the proposed merger. Information regarding any
interests that TransMontaigne's executive officers and directors
may have in the transaction will be set forth in the proxy
statement. About TransMontaigne Inc. TransMontaigne Inc. is a
refined petroleum products marketing and distribution company based
in Denver, Colorado, with operations in the United States,
primarily in the Gulf Coast, Midwest and East Coast regions. The
Company's principal activities consist of (i) terminal, pipeline,
and tug and barge operations, (ii) marketing and distribution,
(iii) supply chain management services and (iv) managing the
activities of TransMontaigne Partners L.P. (NYSE:TLP). The
Company's customers include refiners, wholesalers, distributors,
marketers, and industrial and commercial end-users of refined
petroleum products. Corporate news and additional information about
TransMontaigne Inc. is available on the Company's web site:
www.transmontaigne.com Forward-Looking Statements This press
release includes statements that may constitute forward-looking
statements made pursuant to the safe harbor provision of the
Private Securities Litigation Reform Act of 1995. This information
may involve risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements. Although
the Company believes that the expectations reflected in such
forward-looking statements are based on reasonable assumptions,
such statements are subject to risks and uncertainties that could
cause actual results to differ materially from those projected.
These forward-looking statements include statements regarding the
proposed transactions. These statements are based on the current
expectations of management of TransMontaigne. There are a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
document. For example, (1) TransMontaigne may be unable to obtain
shareholder approval required for the transaction; (2) conditions
to the closing of the transaction, including regulatory approvals
or waivers, may not be satisfied or the merger agreement may be
terminated prior to closing; (3) the transaction may involve
unexpected costs or unexpected liabilities; (4) the businesses of
TransMontaigne may suffer as a result of uncertainty surrounding
the transaction; and (5) TransMontaigne may be adversely affected
by other economic, business, and/or competitive factors. Additional
factors that may affect the future results of TransMontaigne are
set forth in our Annual Report on Form 10-K for the year ended June
30, 2005, and Quarterly Report on Form 10-Q for the quarter ended
December 31, 2005, as filed with the SEC, which are available at
www.transmontaigne.com. TransMontaigne undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
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