TransMontaigne Inc. to Commence Negotiations with Morgan Stanley

TransMontaigne Inc. (NYSE:TMG) today announced that its
Board of Directors has authorized management to meet with
representatives of Morgan Stanley Capital Group Inc. to negotiate a
definitive merger agreement in accordance with the terms of Morgan
Stanley's letter to TransMontaigne dated April 26, 2006, in which
Morgan Stanley offered to acquire all of the outstanding capital stock
of TransMontaigne for cash consideration of $10.50 per common share.
As previously announced, on March 27, 2006, TransMontaigne entered
into a merger agreement with SemGroup, L.P. and certain of its
affiliated entities providing for the acquisition by SemGroup of all
of the outstanding capital stock of TransMontaigne for cash
consideration of $9.75 per common share. SemGroup has agreed to allow
TransMontaigne to engage in discussions with Morgan Stanley. Morgan
Stanley has indicated its willingness to conclude its due diligence
and complete negotiations for a definitive agreement within a short
period of time, but TransMontaigne cannot be certain that negotiations
will be concluded within any specific time frame or at all. If
TransMontaigne and Morgan Stanley reach a definitive agreement that
provides for a transaction that is more favorable to TransMontaigne's
stockholders from a financial point of view than the current terms of
the merger agreement with SemGroup, SemGroup then will have three
business days to match the terms of the Morgan Stanley agreement.
Until such time as TransMontaigne reaches an agreement with Morgan
Stanley, the merger agreement between TransMontaigne and SemGroup
remains in effect.

   Additional Information and Where to Find It

   The detailed terms of the merger agreement, dated March 27, 2006,
by and among SemGroup, L.P., and certain of its affiliated entities,
and TransMontaigne Inc., are set forth in the Current Report on Form
8-K and exhibit thereto filed by TransMontaigne Inc. with the
Securities and Exchange Commission ("SEC") on March 29, 2006.
   TransMontaigne currently plans to file preliminary proxy materials
regarding the proposed merger with SemGroup with the SEC on or before
May 5, 2006. 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.