Providence and Worcester Railroad Company Announces Proposed Acquisition by Genesee & Wyoming Inc.
15 Agosto 2016 - 2:30PM
Business Wire
Providence and Worcester Railroad Company (NASDAQ:PWX)
(the “Company”) announced today that on Friday, August 12, 2016,
upon completion of a process to assess strategic alternatives, its
Board of Directors approved, and the Company entered into, a
definitive merger agreement whereby Genesee & Wyoming Inc.
(NYSE:GWR) will acquire the Company for $25.00 per share of
common stock, or approximately $126 million, in cash. Under the
terms of the merger agreement, immediately prior to the closing all
outstanding shares of preferred stock of the Company will be deemed
converted into common stock of the Company in accordance with their
terms. In connection with entry into the merger agreement, the
Robert H. Eder Trust and the Linda Eder Trust, which own a majority
of the preferred stock of the Company and approximately 17.3
percent of the common stock of the Company, have entered into a
Voting Agreement with Genesee & Wyoming and the Company to vote
all of the shares of the preferred stock and common stock owned by
the Trusts in favor of the transaction.
The transaction is expected to close in the fourth quarter of
2016 and is subject to approval by the Company’s common and
preferred shareholders, satisfaction of certain regulatory
approvals and other customary closing conditions.
Robert H. Eder, longtime chairman and CEO of the Company, said:
“Becoming part of the Genesee & Wyoming family with its record
of emphasis on safety and investment in its rail infrastructure
ensures that our Company will continue to provide the quality of
service which our customers and the communities we serve have
enjoyed over the 40+ years since we re-commenced independent
operations while at the same time continuing and improving on our
programs to promote employee and community safety.”
Additional Information and Where to
Find It
In connection with the transaction the Company will file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a proxy statement on Schedule 14A. Promptly after
filing its definitive proxy statement with the SEC, the Company
will mail the proxy statement and proxy card to each shareholder
entitled to vote at the special meeting relating to the
transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE
URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTION THAT THE COMPANY FILES WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE TRANSACTION. The definitive proxy
statement, the preliminary proxy statement and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by the Company with the
SEC, may be obtained free of charge at the SEC’s website
(http://www.sec.gov) or at the Company’s website
(http://www.pwrr.com) or by writing to the Providence and Worcester
Railroad Company, 75 Hammond Street, Worcester, Ma. 01610, Attn:
Charles D. Rennick, General Counsel.
Participant Information
The Company and its directors and executive officers are
participants in the solicitation of proxies from the Company’s
shareholders with respect to the transaction. Information about the
Company’s directors and executive officers and their ownership of
the Company’s common stock is set forth in the Company’s proxy
statement on Schedule 14A filed with the SEC on March 21, 2016. To
the extent that holdings of the Company’s securities have changed
since the amounts printed in the Company’s proxy statement, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Information regarding the
identity of the participants and their direct or indirect interests
in the transaction, by security holdings or otherwise, will be set
forth in the proxy statement and other materials to be filed with
the SEC in connection with the transaction.
Forward-Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995 with respect to the proposed transaction, including
benefits of the transaction, and the anticipated timing of the
transaction. These forward-looking statements generally are
identified by the words “believe”, “project”, “expect”,
“anticipate”, “estimate”, “future”, “strategy” , “opportunity”,
“plan”, “may”, “should”, “will”, “would”, “will be”, “will
continue”, “will likely result”, and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) the risk that the
transaction may not be completed in a timely manner or at all,
which may adversely affect the Company’s business and the price of
the Company’s common stock, (ii) the failure to satisfy the
conditions to the consummation of the transaction, including the
approval of the merger agreement by the shareholders of the Company
and the receipt of certain governmental and regulatory approvals,
(iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement,
(iv) the effect of the announcement or pendency of the transaction
on the Company’s business relationships, operating results and
business generally, (v) risks that the proposed transaction
disrupts current plans and operations of the Company and potential
difficulties in Company employee retention as a result of the
transaction, (vi) risks related to diverting management’s attention
from the Company’s ongoing business operations, and (vii) the
outcome of any legal proceedings that may be instituted against the
Company related to the merger agreement or the transaction. In
addition please refer to the documents that the Company files with
the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and
address other important risks and uncertainties that could cause
events and results to differ materially from those contained in the
forward-looking statements set forth in this press release.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements and the Company assumes no obligation, and does not
intend, to update or revise these forward-looking statements,
whether as result of new information, future events, or
otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20160815005541/en/
Providence and Worcester Railroad CompanyCharles D. Rennick,
508-755-4000, ext. 365Fax 508-795-0748
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