Rand Logistics Unit 10/26/08 (MM) (NASDAQ:RLOGU)
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Rand Logistics, Inc. (Nasdaq: RLOG; RLOGW; RLOGU) (“Rand”
or the “Company”) announced
today that it intends to commence an offer to temporarily modify the
terms of the Company’s outstanding,
publicly-traded warrants, to provide warrant holders with the
opportunity to exercise their warrants on a cashless basis by exchanging
25 warrants for one share of common stock. The offer is expected to
commence on September 26, 2008 and expire on October 24, 2008. During
the period of the offer, warrant holders may also continue to exercise
their warrants for the $5.00 cash exercise price in accordance with the
original terms of the warrants. The warrants expire on October 26, 2008.
Warrant holders that desire to exercise their warrants on a cashless
basis pursuant to the offer must tender their warrants in accordance
with the terms of the offer prior to the expiration date of the offer,
the instructions for which will be included in the offering materials to
be distributed to warrant holders upon commencement of the offer.
Warrants tendered pursuant to the offer may be withdrawn at anytime on
or prior to the expiration date of the offer. Withdrawn warrants will be
returned to the holder in accordance with the terms of the offer. Upon
expiration of the offer, the original terms of the warrants will
continue to apply.
THE COMPANY’S BOARD OF DIRECTORS HAS APPROVED
THE OFFER IN ACCORDANCE WITH THE RECOMMENDATION OF A COMMITTEE COMPRISED
OF INDEPENDENT MEMBERS OF THE BOARD (EACH OF WHOM OWNS LESS THAN 2,000
WARRANTS) WHICH ESTABLISHED THE MATERIAL TERMS OF THIS OFFER, INCLUDING
THE EXCHANGE RATE OF TWENTY-FIVE WARRANTS FOR ONE SHARE OF COMMON STOCK.
THE INDEPENDENT COMMITTEE ESTABLISHED THE EXCHANGE RATE WITH THE
ASSISTANCE OF AN INDEPENDENT FINANCIAL ADVISOR. NONE OF THE COMPANY, ITS
DIRECTORS, OFFICERS OR EMPLOYEES, MAKES ANY RECOMMENDATION AS TO WHETHER
WARRANT HOLDERS SHOULD EXERCISE THEIR WARRANTS. EACH HOLDER OF A WARRANT
MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO EXERCISE SOME OR
ALL OF HIS, HER OR ITS WARRANTS PURSUANT TO THE OFFER.
The offer described in this press release has not yet commenced. At the
time the offer is commenced, the Company intends to file with the
Securities and Exchange Commission (SEC) a Tender Offer Statement on
Schedule TO containing an offer to purchase, the form of letter of
transmittal and other documents relating to the offer. These documents
will contain important information about the offer and warrant holders
are urged to read them carefully when they become available. These
documents, when they are filed with the SEC, and other documents
relating to the Company, may be obtained, free of charge, at the SEC's
website at www.sec.gov,
or from the Information Agent for the offer. This press release itself
is not intended to constitute an offer or solicitation to buy or
exchange securities in Rand.
About Rand Logistics, Inc.
Rand Logistics, Inc. is a leading provider of bulk freight shipping
services throughout the Great Lakes region. Through its subsidiaries,
the Company operates a fleet of ten self-unloading bulk carriers,
including eight River Class vessels and one River Class integrated
tug/barge unit, and three conventional bulk carriers, of which one is
operated under a contract of affreightment. The Company is the only
carrier able to offer significant domestic port-to-port services in both
Canada and the U.S. on the Great Lakes. The Company’s
vessels operate under the U.S. Jones Act –
which dictates that only ships that are built, crewed and owned by U.S.
citizens can operate between U.S. ports – and
the Canada Marine Act – which requires
Canadian commissioned ships to operate between Canadian ports.
Forward-Looking Statements
This press release may contain forward-looking statements (within the
meaning of the Private Securities Litigation Reform Act of 1995)
concerning the Company and its operating subsidiaries. Forward-looking
statements are statements that are not historical facts, but instead
statements based upon the current beliefs and expectations of management
of the Company. Such forward-looking statements are subject to risks and
uncertainties, which could cause actual results to differ from the
results included in such forward-looking statements.