Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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From Sep 2019 to Sep 2024
TransMontaigne Inc. (NYSE:TMG) today announced that it
has entered into a definitive agreement with SemGroup, L.P. to
exchange 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, for $9.75 per
share in cash. The merger has been approved by the Board of Directors
of TransMontaigne. Upon completion of the merger, TransMontaigne will
become a privately held company and its common stock will no longer be
traded on the New York Stock Exchange.
Closing of the merger is subject to the (i) 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,
(ii) satisfactory completion of due diligence by SemGroup, (iii)
receipt by SemGroup of the proceeds of the financings substantially
upon the terms set forth in the commitment letters and (iv) 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.
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 Hall, Estill, Hardwick, Gable,
Golden & Nelson, PC served as legal counsel to SemGroup.
Additional Information and Where to Find It
TransMontaigne will promptly file with the Securities and Exchange
Commission a current report on Form 8-K, which will include the merger
agreement and related documents. The proxy statement that
TransMontaigne plans to file with the Securities and Exchange
Commission and mail to its stockholders 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 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 Securities and Exchange Commission'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 website:
www.transmontaigne.com.
About SemGroup, L.P.
SemGroup, L.P. is a privately held midstream service company
providing the energy industry means to move products from the wellhead
to the wholesale marketplace. SemGroup has five main energy stream
business markets - crude oil, refined petroleum products, natural gas,
natural gas liquids and asphalt - and serves them through its various
North American subsidiaries. SemGroup is ranked No. 9 on Forbes
magazine's list of America's Largest Private Companies. For additional
information, visit www.semgrouplp.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.