Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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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.