P.A.M. Transportation Services, Inc. Announces Extension and Increase of Self Tender Offer to Purchase up to 425,000 Shares
March 18 2016 - 8:23AM
P.A.M. Transportation Services, Inc. (NASDAQ:PTSI) (the “Company”
or “PTSI”) today announced that it is amending its previously
announced modified “Dutch auction” tender offer to purchase up to
325,000 shares of its outstanding common stock at a price of not
less than $27.00 and not more than $30.00 per share. Under
the amended terms, the Company is now offering to purchase up to
425,000 shares of its common stock at a price of not less than
$31.00 and not more than $34.00 per share. The Company is also
extending the expiration date of the tender offer. The tender
offer, which was previously set to expire at end of the day, 12:00
Midnight, Eastern Time, on March 17, 2016, is now set to expire at
5:00 p.m., Eastern Time, on April 5, 2016, unless further extended
or withdrawn. The tender offer otherwise remains subject to all
previously announced terms and conditions.
In connection with the amendment of the tender
offer, the Chairman of the Company’s Board of Directors, Mr.
Matthew T. Moroun, and his father, Mr. Manuel J. Moroun, who is
also a director, have advised the Company that, although no final
decision has been made, they may tender to up to an aggregate of
750,000 shares that they beneficially own in the Offer, including
shares held by each of them individually and shares held by a trust
of which Mr. Matthew T. Moroun is a co-trustee and a beneficiary.
The Moroun family collectively owns approximately 59% of our issued
and outstanding shares.
The Company’s stockholders will be receiving a
new Letter of Transmittal and other tender offer materials
reflecting the amended terms of the tender offer. Stockholders
should note that all previous tenders are invalid. This means that
stockholders who have already tendered shares into the offer,
including those that indicated that they would accept the final
price determined by the Company in the tender offer, must re-tender
their shares if they wish to participate in the offer. To tender
shares in the offer on its amended terms, stockholders must submit
to the depositary a new Letter of Transmittal, as amended, and
otherwise follow the procedures set forth in the tender offer
materials, as amended.
As of 5:00 p.m., Eastern Time, on March 17,
2016, the depositary for the tender offer advised that
approximately 588,040 shares of PTSI common stock (including shares
pursuant to notices of guaranteed delivery) had been tendered
pursuant to the tender offer.
The Company amended the terms of the tender
offer in light of the increased trading price of its common stock,
and extended the tender offer to comply with applicable laws and to
ensure that stockholders have sufficient additional time to
consider the tender offer on its new terms and tender shares if
they so choose.
The Company has retained Computershare Trust
Company, N.A. as the depositary for the tender offer and Georgeson
Inc. as the information agent.
Additional copies of the Offer to Purchase, the
related Amended Letter of Transmittal and the Amended Notice of
Guaranteed Delivery may be obtained at the Company’s expense from
the information agent at (866) 821-2570 (toll free). Questions
regarding the tender offer should be directed to the information
agent at (866) 821-2570 (toll free).
P.A.M. Transportation Services, Inc. is a
leading 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 also provides
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 Inc., the
information agent for the tender offer, toll free at (866)
821-2570. 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 Inc., the information agent for the
tender offer, toll free at (866) 821-2570.
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 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; recessionary economic cycles and
downturns in customers’ business cycles; increases or rapid
fluctuations in fuel prices, interest rates, fuel taxes, tolls,
license and registration fees; the resale value of the Company’s
used equipment and the price of new equipment; 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; unanticipated
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; a significant reduction in or
termination of the Company’s trucking service by a key customer;
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 the Company’s filings might
not transpire.
FROM: P.A.M. TRANSPORTATION SERVICES, INC.
P.O. BOX 188
Tontitown, AR 72770
Allen W. West
(479) 361-9111
P A M Transport Services (NASDAQ:PTSI)
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