Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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TransMontaigne Inc. (NYSE:TMG) today announced that it
has received a revised proposal from Morgan Stanley Capital Group Inc.
("Morgan Stanley") to acquire the Company at a price of $11.00 per
share, in cash. On May 17, 2006, Morgan Stanley delivered to us a new
proposal that (1) increases the cash payment to holders of our capital
stock to $11.00 per share, in cash, (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. A copy of Morgan Stanley's
new proposal is filed as "Item 4. Purpose of Transaction" in Amendment
No. 3 to Schedule 13D, which was filed by Morgan Stanley with the
Securities and Exchange Commission today.
Our Board of Directors will meet today to evaluate Morgan
Stanley's revised proposal to determine whether it currently
constitutes, or may become, a superior proposal pursuant to the
provisions of the Company's existing merger agreement with SemGroup,
L.P. ("SemGroup"). If our Board of Directors determines, after
consultation with its advisors, that Morgan Stanley's new proposal
currently constitutes a superior proposal, then the Board of Directors
will provide notice to SemGroup that TransMontaigne is prepared to
terminate the amended and restated SemGroup merger agreement of May
12, 2006, and enter into the new Morgan Stanley merger agreement.
If this notice is given to SemGroup on Thursday, May 18, 2006,
SemGroup will have 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.
Pending the outcome of this process, the amended and restated SemGroup
merger agreement of May 12, 2006, remains in effect.
Additional Information and Where to Find It
On May 1, 2006, we filed preliminary proxy materials regarding the
proposed merger with SemGroup with the Securities and Exchange
Commission ("SEC"). TransMontaigne currently expects to file amended
proxy materials with the 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 amended 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 SEC website (http://www.sec.gov) or, without
charge, from TransMontaigne (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 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.