TransMontaigne Inc. Enters into Agreement and Plan of Merger with Morgan Stanley Capital Group Inc.
23 June 2006 - 8:48AM
Business Wire
TransMontaigne Inc. (NYSE:TMG) today announced that it has entered
into a definitive merger agreement with Morgan Stanley Capital
Group Inc. ("Morgan Stanley"), pursuant to which all the issued and
outstanding shares of common stock of TransMontaigne, including
TransMontaigne's outstanding Series B Convertible Preferred Stock,
on an as-converted basis, will be exchanged for $11.35 per share in
cash. The merger has been approved by TransMontaigne's Board of
Directors. Upon completion of the merger, TransMontaigne's common
stock will no longer be traded on the New York Stock Exchange.
Prior to entering into the definitive agreement with Morgan
Stanley, TransMontaigne terminated the merger agreement it
previously entered into with SemGroup, L.P. and its affiliates, in
accordance with its terms. Closing of the merger is subject to (i)
the approval of a majority of the outstanding shares of common
stock and Series B Convertible Preferred Stock of TransMontaigne,
on an as-converted basis, voting as a single class at a special
meeting of TransMontaigne's stockholders and (ii) the receipt of
customary regulatory approvals, including the expiration or
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
TransMontaigne will solicit stockholder approval by means of a
proxy statement, which will be mailed to all TransMontaigne
stockholders upon completion of the required Securities and
Exchange Commission filing and review process. TransMontaigne
currently expects the merger to close between mid-August and
mid-September 2006. Prior to closing of the merger, TransMontaigne
will make provision to (i) either redeem or defease
TransMontaigne's 9-1/8% Series B Senior Subordinated Notes pursuant
to the terms and conditions thereof, or (ii) amend the terms and
conditions of the Notes to permit them to remain outstanding
following the closing of the merger. TransMontaigne Partners L.P.
(NYSE:TLP) will remain a public company, subject to the periodic
filing requirements with the Securities and Exchange Commission,
and its common units will continue to be listed and traded on the
New York Stock Exchange. UBS Investment Bank acted as financial
advisor and provided a fairness opinion to TransMontaigne. Morrison
& Foerster LLP served as legal counsel to TransMontaigne, and
Wachtell, Lipton, Rosen & Katz served as legal counsel to
Morgan Stanley. Additional Information and Where to Find It
TransMontaigne will promptly file with the Securities and Exchange
Commission ("SEC") a current report on Form 8-K, which will include
the merger agreement and related documents. As soon as practicable,
TransMontaigne will file revised proxy materials with the SEC and,
subject to compliance with applicable SEC regulations, mail to its
stockholders definitive proxy materials regarding the merger
transaction. 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
proposed merger. In addition to receiving the proxy statement from
TransMontaigne by mail, stockholders will be able to obtain the
proxy statement, as well as other filings containing information
about TransMontaigne, without charge, from the SEC'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
stockholder approval required for the merger transaction; (2)
conditions to the closing of the merger transaction, including
regulatory approvals or waivers, may not be satisfied or the merger
agreement may be terminated prior to closing; (3) the merger
transaction may involve unexpected costs or unexpected liabilities;
(4) the businesses of TransMontaigne may suffer as a result of
uncertainty surrounding the merger 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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