TransMontaigne Inc. Stockholders Approve Merger with Morgan Stanley Capital Group Inc.
August 31 2006 - 1:13PM
Business Wire
TransMontaigne Inc. (NYSE: TMG) today announced that the
stockholders of TransMontaigne have approved its previously
announced merger agreement relating to the proposed acquisition of
TransMontaigne by Morgan Stanley Capital Group Inc. Approximately
99% of the shares of TransMontaigne common stock present in person
or by proxy at the special meeting voted in favor of the merger
transaction, which represented approximately 69% of the shares of
TransMontaigne common stock entitled to vote at the special
meeting. Subject to satisfaction of customary closing conditions,
TransMontaigne currently expects to complete the merger on
September 1, 2006. Upon consummation of the merger, holders of our
common stock will receive cash consideration of $11.35 per share,
without interest. Holders of our common stock will receive
instructions from U.S. Bank National Association, the paying agent,
on how to exchange their shares of common stock for the cash
consideration. Following the merger, TransMontaigne will be
privately held and shares of our common stock will no longer be
traded on the New York Stock Exchange. About TransMontaigne Inc.
TransMontaigne Inc. (the "Company") 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) conditions to the closing of the merger transaction may not be
satisfied or the merger agreement may be terminated prior to
closing; (2) the merger transaction may involve unexpected costs or
unexpected liabilities; (3) the businesses of TransMontaigne may
suffer as a result of uncertainty surrounding the merger
transaction; and (4) 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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