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