TransMontaigne Inc. to Commence Negotiations with Morgan Stanley
April 28 2006 - 2:00PM
Business Wire
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.
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