P.A.M. Transportation Services, Inc. Commences Self Tender Offer to Purchase up to 550,000 Shares
24 Aprile 2024 - 11:00PM
Business Wire
P.A.M. Transportation Services, Inc. (NASDAQ: PTSI) (the
“Company”) today announced the commencement of a modified “Dutch
auction” tender offer to purchase up to 550,000 shares, or about
2.5%, of its outstanding common stock at a price of not less than
$15.50 and not more than $18.00 per share. The tender offer will
expire at 5:00 p.m., Eastern Time, on May 22, 2024, unless extended
or withdrawn. The Company anticipates paying for the shares
tendered in the offer from its available cash and cash equivalents
but may utilize funds borrowed under its existing line of credit.
The Board of Directors determined that it is in the Company’s best
interest to repurchase shares at this time given the Company’s
financial condition and stock price.
A modified “Dutch auction” tender offer allows stockholders to
indicate how many shares and at what price(s) they wish to tender
their shares within the specified price range. Based on the number
of shares tendered and the prices specified by the tendering
stockholders, the Company will determine the lowest price per share
within the range that will allow it to purchase up to 550,000
shares of its common stock, or a lower amount depending on the
number of shares properly tendered and not properly withdrawn.
Stockholders whose shares are purchased in the offer will receive
the determined purchase price per share in cash, without interest,
after the expiration of the offer period, subject to the conditions
of the tender offer, including the provisions relating to
proration. All shares tendered at prices higher than the purchase
price will not be purchased and will be promptly returned to
stockholders. The tender offer is not conditioned upon any minimum
number of shares being tendered; however, the tender offer is
subject to a number of other terms and conditions. Specific
instructions and an explanation of the terms and conditions of the
tender offer are contained in the Offer to Purchase and related
materials that are being mailed to stockholders.
The Company has retained Computershare Trust Company, N.A.,
together with its parent company, Computershare, Inc., as the
depositary for the tender offer and Georgeson LLC as the
information agent.
Copies of the Offer to Purchase, the related Letter of
Transmittal and the Notice of Guaranteed Delivery are being mailed
to the Company’s stockholders. Additional copies of the Offer to
Purchase, the related Letter of Transmittal or the Notice of
Guaranteed Delivery may be obtained at the Company’s expense from
the information agent at (866) 548-4527 (toll free). Questions
regarding the tender offer should be directed to the information
agent at (866) 548-4527 (toll free).
P.A.M. Transportation Services, Inc. is a holding company that
owns subsidiaries engaged in providing truckload dry van carrier
transporting general commodities throughout the continental United
States, as well as in the Canadian provinces of Ontario and Quebec.
The Company’s consolidated operating subsidiaries also provide
transportation services in Mexico through its gateways in Laredo
and El Paso, Texas, under agreements with Mexican carriers.
Certain Information Regarding the Tender Offer
The information in this press release describing the Company’s
tender offer is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
shares of the Company’s common stock in the tender offer. The
tender offer is being made only pursuant to the Offer to Purchase
and the related materials that the Company is distributing to its
stockholders, as they may be amended or supplemented. Stockholders
should read such Offer to Purchase and related materials carefully
and in their entirety because they contain important information,
including the various terms and conditions of the tender offer.
Stockholders of the Company may obtain a free copy of the Tender
Offer Statement on Schedule TO, the Offer to Purchase and other
documents that the Company is filing with the Securities and
Exchange Commission from the Securities and Exchange Commission’s
website at www.sec.gov. Stockholders may also obtain a copy of
these documents, without charge, from Georgeson LLC, the
information agent for the tender offer, toll free at (866)
548-4527. Stockholders are urged to carefully read all of these
materials prior to making any decision with respect to the tender
offer. Stockholders and investors who have questions or need
assistance may call Georgeson LLC, the information agent for the
tender offer, toll free at (866) 548-4527.
Note Regarding Forward-Looking Statements
Certain information included in this document contains or may
contain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements may relate to the expiration of the
tender offer, the Company’s payment for the shares tendered in the
offer, the terms and conditions of the tender offer, and other
expected future financial and operating results or events, and are
thus prospective. Such forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual
results to differ materially from future results expressed or
implied by such forward-looking statements. Potential risks and
uncertainties include, but are not limited to, excess capacity in
the trucking industry; surplus inventories; general inflation,
recessionary economic cycles and downturns in customers’ business
cycles; a significant reduction in or termination of the Company's
trucking service by a key customer, including as a result of future
labor disruptions; increases or rapid fluctuations in fuel prices,
interest rates, fuel taxes, tolls, and license and registration
fees; potential future economic, business or operational
disruptions or uncertainties that may result from any future public
health crises; the resale value of the Company’s used equipment;
the price and availability of new equipment consistent with
anticipated acquisitions and replacement plans; increases in
compensation for and difficulty in attracting and retaining
qualified drivers and owner-operators; increases in insurance
premiums and deductible amounts relating to accident, cargo,
workers’ compensation, health, and other claims; increases in the
number or amount of claims for which the Company is self-insured;
inability of the Company to continue to secure acceptable financing
arrangements; seasonal factors such as harsh weather conditions
that increase operating costs; competition from trucking, rail, and
intermodal competitors including reductions in rates resulting from
competitive bidding; the ability to identify acceptable acquisition
candidates, consummate acquisitions, and integrate acquired
operations; our ability to develop and implement suitable
information technology systems and prevent failures in or breaches
of such systems; the impact of pending or future litigation;
general risks associated with doing business in Mexico, including,
without limitation, exchange rate fluctuations, inflation, import
duties, tariffs, quotas, political and economic instability and
terrorism; the potential impact of new laws, regulations or policy,
including, without limitation, rules regarding the classification
of independent contractors as employees, tariffs, import/export,
trade and immigration regulations or policies; and other factors,
including risk factors, included from time to time in filings made
by the Company with the Securities and Exchange Commission. The
Company undertakes no obligation to publicly update or revise
forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks and
uncertainties, the forward-looking events and circumstances
discussed above and in company filings might not transpire.
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P.A.M. TRANSPORTATION SERVICES, INC. Lance K. Stewart (479)
361-9111
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