TransMontaigne Inc. Accepts SemGroup's Increased Offer of $10.75
13 May 2006 - 6:36AM
Business Wire
TransMontaigne Inc. (NYSE: TMG) today announced that it has entered
into an amendment to the definitive merger agreement previously
executed on March 27, 2006, with SemGroup, L.P. and certain of its
affiliated entities ("SemGroup"). On May 11, 2006, SemGroup
delivered to us an amended and restated merger agreement that
increased the cash payment to holders of our capital stock from
$9.75 per share to $10.75 per share. In addition, SemGroup
eliminated the former financing and due diligence contingencies as
a prerequisite to closing, and substantially increased the
financial threshold at which SemGroup would be permitted to
terminate the transaction in the event of an unfavorable response
from any governmental antitrust authority. Before SemGroup would be
permitted to terminate the merger agreement, the effects of
complying with the governmental antitrust authority's response
would have to result in a material adverse effect upon the combined
entities, taken as a whole. As previously announced on May 8, 2006,
our Board of Directors approved a definitive proposal by Morgan
Stanley Capital Group Inc. ("Morgan Stanley") under which Morgan
Stanley offered to acquire all of our outstanding capital stock for
cash consideration of $10.50 per share. While the Morgan Stanley
proposal does not provide for financing or due diligence
contingencies as a prerequisite to closing, it contains a
substantially lower financial threshold at which Morgan Stanley
would be permitted to terminate the transaction in the event of an
unfavorable response from any governmental antitrust authority. On
May 12, 2006, our Board of Directors determined that the terms of
the amended SemGroup merger agreement are more favorable to our
stockholders than the Morgan Stanley proposal and authorized our
officers to enter into the amended agreement with SemGroup.
Additional Information and Where to Find It On May 1, 2006, we
filed preliminary proxy materials regarding the proposed merger
with SemGroup with the Securities and Exchange Commission (the
"SEC"). TransMontaigne currently expects to file amended proxy
materials with the 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 amended 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 SEC website (http://www.sec.gov) or, without charge, from
TransMontaigne (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 March 31, 2006,
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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