TransMontaigne Inc. Receives Proposal from Morgan Stanley

TransMontaigne Inc. (NYSE: TMG) today announced that it
has received a proposal from Morgan Stanley Capital Group Inc. to
acquire the Company at a price of $10.50 per share, in cash, and
otherwise on substantially the same terms as the Company's pending
sale to an affiliate of SemGroup, L.P. Morgan Stanley's proposal is
subject only to (1) satisfactory review and approval of the disclosure
schedule and other schedules and exhibits to the SemGroup merger
agreement, (2) satisfactory completion of confirmatory due diligence,
which Morgan Stanley is prepared to commence immediately and which
they believe can be completed, with our cooperation, in five days, and
(3) execution of a definitive merger agreement. A copy of Morgan
Stanley's proposal is filed as "Item 4. Purpose of Transaction" in
Amendment No. 2 to Schedule 13D filed by Morgan Stanley with the
Securities and Exchange Commission on April 26, 2006.
   The Company's Board of Directors will meet as soon as possible to
evaluate Morgan Stanley's proposal to determine whether it currently
constitutes, or may become, a superior proposal. If the Company's
Board of Directors determines, in its sole judgment after consultation
with its advisors, that the Morgan Stanley proposal currently
constitutes, or may become, a superior proposal, then the Board of
Directors will authorize management to commence negotiations with
Morgan Stanley.

   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.