TransMontaigne Inc. Receives Revised Proposal from Morgan Stanley
June 19 2006 - 11:27AM
Business Wire
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 $11.35 per share, in
cash. On June 18, 2006, Morgan Stanley delivered to us a new
proposal that increases the cash payment to holders of our capital
stock to $11.35 per share. A copy of Morgan Stanley's new proposal
is filed as "Item 4. Purpose of Transaction" in Amendment No. 5 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 22, 2006, and enter
into the new Morgan Stanley merger agreement. If this notice is
given to SemGroup on Monday, June 19, 2006, SemGroup will have
until the close of business on Thursday, June 22, 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 22, 2006, remains in effect. Additional
Information and Where to Find It On June 7, 2006, we filed updated
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
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 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.
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