TransMontaigne Inc. Prepared to Accept Morgan Stanley's Revised Offer of $11.00 Per Share
19 May 2006 - 8:10AM
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 $11.00
per share. On May 17, 2006, Morgan Stanley delivered to us a
definitive merger agreement that (1) increases the cash payment to
holders of our capital stock to $11.00 per share, (2) increases to
$50 million the 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 and
(3) includes a termination fee payable by Morgan Stanley to us in
the event that the Morgan Stanley merger agreement is terminated
due to an unfavorable response from any governmental antitrust
authority. The remaining terms of the Morgan Stanley merger
agreement are substantially similar to the terms of the amended and
restated merger agreement dated May 12, 2006 ("amended SemGroup
merger agreement"), by and among SemGroup, L.P., and certain of its
affiliated entities (collectively "SemGroup"), and TransMontaigne
Inc. Pursuant to the terms of the amended 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
amended SemGroup merger agreement and enter into the Morgan Stanley
merger agreement. SemGroup has until the close of business on
Tuesday, May 23, 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 amended SemGroup merger agreement and enter into the
Morgan Stanley merger agreement. In the event of such a termination
by TransMontaigne, SemGroup will be entitled to a $15 million
termination fee from TransMontaigne, $7.5 million 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 website:
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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