TransMontaigne Inc. Sets August 31, 2006, Special Meeting Date and Commences Proxy Solicitation for Merger Transaction with Mor
25 Luglio 2006 - 10:46PM
Business Wire
TransMontaigne Inc. (NYSE:TMG) today announced that its board of
directors has set a date of August 31, 2006, for the special
meeting of its stockholders called to vote on TransMontaigne's
previously announced merger with a subsidiary of Morgan Stanley
Capital Group Inc. TransMontaigne further announced that it has
filed definitive proxy materials on Schedule 14A relating to the
merger with the Securities and Exchange Commission ("SEC") and
expects to commence mailing the definitive proxy materials to
stockholders on or about July 28, 2006. Upon completion of the
merger each issued and outstanding share of TransMontaigne's common
stock will be converted into the right to receive $11.35 in cash
and TransMontaigne will no longer have common stock quoted on the
New York Stock Exchange. Completion of the merger is subject to
approval by TransMontaigne's stockholders and the satisfaction or
waiver of the other conditions set forth in the merger agreement
and described in the definitive proxy materials. Only stockholders
of record -- those who owned shares of common stock at the close of
business on July 17, 2006, the record date for the special meeting
-- will be eligible to vote at the meeting, which will begin at
9:00 a.m. (Mountain Daylight Time) on Thursday, August 31, 2006, at
the Central City Room of The Brown Palace Hotel, 321 Seventeenth
Street, Denver, Colorado 80202. Additional Information and Where to
Find It On July 25, 2006, TransMontaigne filed definitive proxy
materials, which contained the merger agreement and related
documents, with the SEC and expects to begin mailing to its
stockholders definitive proxy materials regarding the merger
transaction on or about July 28, 2006. Such proxy materials contain
information about TransMontaigne, the proposed merger and related
matters. Stockholders are urged to read the proxy statement
carefully, as it contains important information that stockholders
should consider before making a decision about the proposed merger.
In addition to receiving the proxy statement from TransMontaigne by
mail, stockholders may obtain the proxy statement, as well as other
filings containing information about TransMontaigne, without
charge, from the SEC'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 is 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 stockholder approval
required for the merger transaction; (2) conditions to the closing
of the merger transaction may not be satisfied or the merger
agreement may be terminated prior to closing; (3) the merger
transaction may involve unexpected costs or unexpected liabilities;
(4) the businesses of TransMontaigne may suffer as a result of
uncertainty surrounding the merger 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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