Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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TransMontaigne Inc. (NYSE: TMG) today announced that it
and Morgan Stanley Capital Group Inc. ("Morgan Stanley Capital Group")
have received early termination of the waiting period for U.S.
antitrust review under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, in connection with the merger of
TransMontaigne with a subsidiary of Morgan Stanley Capital Group. As
previously announced on June 22, 2006, Morgan Stanley Capital Group
will pay $11.35 per share in cash for each outstanding share of our
capital stock.
The termination of the Hart-Scott-Rodino waiting period satisfies
one of the conditions to the merger. Consummation of the merger, which
is expected to occur in August or September of this year, remains
subject to other customary closing conditions, including the approval
of the merger by TransMontaigne's stockholders.
Additional Information and Where to Find It
On June 23, 2006, TransMontaigne filed a current report on Form
8-K with the Securities and Exchange Commission ("SEC") which
contained the merger agreement and related documents. On July 7, 2006,
TransMontaigne filed revised proxy materials with the SEC and, subject
to compliance with applicable SEC regulations, will 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 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.