Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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TransMontaigne Inc. (NYSE: TMG) today announced that its
Board of Directors is prepared to accept the terms of a definitive
merger agreement with Morgan Stanley Capital Group Inc. ("Morgan
Stanley") under which Morgan Stanley will acquire all of the
outstanding capital stock of TransMontaigne for cash consideration of
$11.00 per share. On May 17, 2006, Morgan Stanley delivered to us a
definitive merger agreement that (1) increases the cash payment to
holders of our capital stock to $11.00 per share, (2) increases to $50
million the 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 and (3) includes a
termination fee payable by Morgan Stanley to us in the event that the
Morgan Stanley merger agreement is terminated due to an unfavorable
response from any governmental antitrust authority. The remaining
terms of the Morgan Stanley merger agreement are substantially similar
to the terms of the amended and restated merger agreement dated May
12, 2006 ("amended SemGroup merger agreement"), by and among SemGroup,
L.P., and certain of its affiliated entities (collectively
"SemGroup"), and TransMontaigne Inc.
Pursuant to the terms of the amended SemGroup merger agreement,
TransMontaigne has given notice to SemGroup of the definitive terms of
the Morgan Stanley merger agreement and that TransMontaigne's Board of
Directors is prepared to terminate the amended SemGroup merger
agreement and enter into the Morgan Stanley merger agreement. SemGroup
has until the close of business on Tuesday, May 23, 2006, to provide
our Board of Directors with a revised merger agreement that our Board
of Directors determines is at least as favorable to our stockholders
as the Morgan Stanley merger agreement. If SemGroup fails to do so, we
intend to terminate the amended SemGroup merger agreement and enter
into the Morgan Stanley merger agreement. In the event of such a
termination by TransMontaigne, SemGroup will be entitled to a $15
million termination fee from TransMontaigne, $7.5 million of which
Morgan Stanley has agreed to advance to TransMontaigne, subject to
reimbursement under certain conditions.
Additional Information and Where to Find It
On May 1, 2006, TransMontaigne filed preliminary proxy materials
regarding the proposed merger with SemGroup with the SEC. Depending on
the outcome of the events described in this press release,
TransMontaigne currently expects to file amended proxy materials with
the Securities and Exchange Commission ("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 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.
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 December 31, 2005,
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.