TransMontaigne Inc. Receives Notice of Early Termination of Hart-Scott-Rodino Act Waiting Period
13 July 2006 - 11:30PM
Business Wire
TransMontaigne Inc. (NYSE: TMG) today announced that it and Morgan
Stanley Capital Group Inc. ("Morgan Stanley Capital Group") have
received early termination of the waiting period for U.S. antitrust
review under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, in connection with the merger of TransMontaigne
with a subsidiary of Morgan Stanley Capital Group. As previously
announced on June 22, 2006, Morgan Stanley Capital Group will pay
$11.35 per share in cash for each outstanding share of our capital
stock. The termination of the Hart-Scott-Rodino waiting period
satisfies one of the conditions to the merger. Consummation of the
merger, which is expected to occur in August or September of this
year, remains subject to other customary closing conditions,
including the approval of the merger by TransMontaigne's
stockholders. Additional Information and Where to Find It On June
23, 2006, TransMontaigne filed a current report on Form 8-K with
the Securities and Exchange Commission ("SEC") which contained the
merger agreement and related documents. On July 7, 2006,
TransMontaigne filed revised proxy materials with the SEC and,
subject to compliance with applicable SEC regulations, will 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 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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