Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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TransMontaigne Inc. (NYSE:TMG) today announced that its
board of directors has set a date of August 31, 2006, for the special
meeting of its stockholders called to vote on TransMontaigne's
previously announced merger with a subsidiary of Morgan Stanley
Capital Group Inc. TransMontaigne further announced that it has filed
definitive proxy materials on Schedule 14A relating to the merger with
the Securities and Exchange Commission ("SEC") and expects to commence
mailing the definitive proxy materials to stockholders on or about
July 28, 2006.
Upon completion of the merger each issued and outstanding share of
TransMontaigne's common stock will be converted into the right to
receive $11.35 in cash and TransMontaigne will no longer have common
stock quoted on the New York Stock Exchange. Completion of the merger
is subject to approval by TransMontaigne's stockholders and the
satisfaction or waiver of the other conditions set forth in the merger
agreement and described in the definitive proxy materials.
Only stockholders of record -- those who owned shares of common
stock at the close of business on July 17, 2006, the record date for
the special meeting -- will be eligible to vote at the meeting, which
will begin at 9:00 a.m. (Mountain Daylight Time) on Thursday, August
31, 2006, at the Central City Room of The Brown Palace Hotel, 321
Seventeenth Street, Denver, Colorado 80202.
Additional Information and Where to Find It
On July 25, 2006, TransMontaigne filed definitive proxy materials,
which contained the merger agreement and related documents, with the
SEC and expects to begin mailing to its stockholders definitive proxy
materials regarding the merger transaction on or about July 28, 2006.
Such proxy materials contain information about TransMontaigne, the
proposed merger and related matters. Stockholders are urged to read
the proxy statement carefully, as it contains 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 may 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 is 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.