Westway Group, Inc. Announces Amendment to Tender Offer for Publicly Traded Warrants
September 08 2010 - 8:15AM
Westway Group, Inc. (Nasdaq:WWAY) ("Westway") today announced that
it has amended certain terms of its previously-announced tender
offer to purchase up to 45,999,900 of its publicly-traded warrants,
each exercisable into one share of Westway common stock for $5.00
per share (Nasdaq:WWAYW).
The amended terms of the tender offer provide to each tendering
warrant holder the opportunity to receive either (i) $0.13 per
warrant tendered, net to the holder in cash and without interest,
(ii) one share of Westway's class A common stock for every 30
warrants tendered for exchange (and not tendered for cash) by the
holder, or (iii) any combination of cash and stock as the holder
may elect on the terms set forth above.
The amended terms of the tender offer also provide that the
tender offer is subject to, among other conditions, the condition
that there are validly tendered and not withdrawn before the
expiration of the tender offer an aggregate number of warrants
representing at least 70% of the total number of warrants
outstanding (not including 1,400,000 warrants included in units
which representatives of underwriters in Westway's initial public
offering have an option to purchase (the "Underwriter Warrants")
and 5,214,286 warrants issued to Westway's founders in a private
placement in connection with Westway's initial public offering (the
"Founder Warrants"), both of which classes of warrants are not
subject to the tender offer).
The tender offer, as amended, now expires at 12:00 midnight, New
York City time, on Tuesday, September 21, 2010, unless further
extended. The tender offer previously was scheduled to expire at
12:00 midnight, New York City time, on Wednesday, September 8,
2010. Tenders of warrants must be made on or prior to the
expiration of the tender offer and may be withdrawn at any time on
or prior to the expiration of the tender offer and, if not yet
accepted for purchase, at any time after 12:01 a.m., New York City
time on Monday, October 4, 2010.
In authorizing the amended terms of the tender offer, the Board
of Directors of Westway determined that there will be no further
changes to the form or amount of consideration to be offered by
Westway in the tender offer.
Westway has been advised that to date approximately 15,654,201
warrants, representing approximately 34 percent of the total number
of warrants eligible to be tendered in the tender offer have been
tendered and not withdrawn.
The information agent for the tender offer is Morrow & Co.,
LLC, and the depositary for the tender offer is Continental Stock
Transfer & Trust Company. None of Westway, its board of
directors, the depositary or the information agent makes any
recommendations to warrant holders as to whether to tender or
refrain from tendering their warrants in the tender offer. Warrant
holders must decide how many warrants they will tender, if any.
The Amended and Restated Offer to Purchase and Exchange, Amended
and Restated Letter of Transmittal and related documents, which are
being filed today with the Securities and Exchange Commission
("SEC") as exhibits to an amendment to Westway's Tender Offer
Statement on Schedule TO, as amended, are being mailed to warrant
holders of record and will be made available for distribution to
beneficial owners of Westway's warrants.
Additional Information. This press release is
for informational purposes only and is not an offer to purchase or
a solicitation of an offer to sell securities. The tender offer
described above is made only pursuant to a tender offer statement
on Schedule TO, as amended, and related exhibits, including the
Amended and Restated Offer to Purchase and Exchange, Amended and
Restated Letter of Transmittal and other related documents, filed
with the SEC. Warrant holders should read the tender offer
statement on Schedule TO, as amended, Amended and Restated Offer to
Purchase and Exchange, Amended and Restated Letter of Transmittal
and related exhibits, as they contain important information about
the tender offer. Warrant holders can obtain these documents free
of charge from the SEC's website at www.sec.gov, or by directing a
request to the information agent for the tender offer, Morrow &
Co., LLC, toll-free (800) 662-5200 (banks and brokers may call
collect at (203) 658-9400).
About Westway Group, Inc. Westway is a leading
provider of bulk liquid storage and related value-added services
and a leading manufacturer and distributor of liquid animal feed
supplements. Westway operates an extensive global network of 62
operating facilities providing approximately 354 million gallons of
total bulk liquid storage capacity and 37 facilities producing
approximately 1.5 million tons of liquid feed supplements annually.
Our bulk liquid storage business is a global business with
infrastructure that includes a network of terminals offering
storage to manufacturers and consumers of agricultural and
industrial liquids, located at key port and terminal locations
throughout North America and in Western Europe and Asia. Our liquid
feed supplements business produces liquid animal feed supplements
that are sold directly to end users and feed manufacturers,
primarily supplying the beef and dairy livestock industries.
The Westway Group, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=7654
CONTACT: Westway Group, Inc.
Thomas A. Masilla, Jr., Chief Financial Officer
504-636-4245
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