Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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TransMontaigne Inc. (NYSE:TMG) today announced that it
has entered into a revised amended and restated merger agreement with
SemGroup, L.P. and certain of its affiliated entities ("SemGroup"). On
May 22, 2006, SemGroup delivered to us a revised amended and restated
merger agreement ("amended SemGroup merger agreement") that increased
the cash payment to holders of our common stock from $10.75 per share
to $11.25 per share. In addition, the amended SemGroup merger
agreement includes a $10 million termination fee payable by SemGroup
to us in the event that the amended SemGroup merger agreement is
terminated due to an order by any governmental antitrust authority
that prohibits or prevents closing of the merger. Before SemGroup
would be permitted to terminate the amended SemGroup merger agreement,
the effects of complying with the governmental antitrust authority's
order would have to result in a material adverse effect upon the
combined entities, taken as a whole.
As previously announced on May 18, 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 common stock for cash consideration of $11.00 per
share.
On May 23, 2006, our Board of Directors determined that the terms
of the amended SemGroup merger agreement are at least as favorable to
our stockholders as the Morgan Stanley proposal. As a result, our
Board of Directors authorized our officers to enter into the amended
SemGroup merger agreement providing for a cash payment to the holders
of our common stock of $11.25 per share.
Second Request from Federal Trade Commission
On May 22, 2006, TransMontaigne Inc. and SemGroup received a
second request from the Federal Trade Commission ("FTC") for
additional information with respect to the proposed merger. The second
request extends and expands both the scope and the time frame covered
by the FTC's previous information request to which the Company
responded in full in its original filing with the FTC. The second
request seeks detailed information with respect to fourteen (14)
terminal areas located in the Southeast and Midwest in which both we
and Magellan Midstream Partners, L.P. ("Magellan") each own terminals.
The Magellan terminals are included in the second request apparently
due to the cross-ownership interests of the Carlyle/Riverstone Group
in both SemGroup and Magellan. Receipt of the second request from the
FTC extends the original 30-day waiting period until 30 days following
the Company's compliance with the FTC's supplemental information
request. We currently estimate that it may take us up to three months
to compile the supplemental information requested by the FTC.
Alternatively, the FTC's concerns may be resolved earlier through
negotiations. In the event the merger has not received antitrust
clearance by December 31, 2006, either party, at its option, may
terminate the merger agreement.
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 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 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.