EQT Infrastructure II ("EQT") announced today the results of the
all-cash tender offer (the "Offer") by its wholly-owned subsidiary,
Bishop Infrastructure III Acquisition Company, Inc. ("Purchaser"),
to purchase all of the outstanding equity securities of Westway
Group, Inc. ("Westway") (Nasdaq:WWAY), which expired at 12:00
(midnight), New York City time, on January 30, 2013 (the
"Expiration Time").
As at the Expiration Time, based on the calculations of
Continental Stock Transfer and Trust Company, the Depositary for
the Offer:
- 26,196,183 shares of Class A common stock and Class B common
stock of Westway (together, the "Common Stock"), par value $0.0001
per share, representing approximately 93% of the shares of Common
Stock currently outstanding;
- 33,321,892 shares of Series A perpetual convertible preferred
stock (the "Preferred Stock"), par value $0.0001 per share,
representing 100% of the shares of Preferred Stock currently
outstanding; and
- 3,476,189 shares of Class A Common Stock subject to outstanding
warrants (all of which have an exercise price of $5.00 per share of
Class A Common Stock), representing 100% of such shares,
had been validly tendered pursuant to the Offer and not properly
withdrawn. Purchaser has accepted for payment all such tendered
securities. Immediately after consummation of the Offer, Purchaser
held approximately 93% of the outstanding shares of Common Stock
and 100% of the outstanding shares of Preferred Stock. Purchaser
has instructed the Depositary to promptly issue payment for the
securities validly tendered and accepted for payment pursuant to
the terms of the Offer.
As a result of the purchase of shares pursuant to the Offer,
Purchaser has sufficient voting power to approve the merger of the
Purchaser with and into Westway under applicable Delaware law
without the affirmative vote of any other stockholder of
Westway.
Bishop Infrastructure II Acquisition Company, Inc., the
immediate parent company of Purchaser ("Parent"), intends to merge
Purchaser with and into Westway, with Westway surviving as a
wholly-owned subsidiary of Parent, by filing a certificate of
ownership and merger with the Secretary of State of Delaware on
January 31, 2013, with the merger to become effective on February
1, 2013.
Further information about the tender offer and the merger can be
obtained from MacKenzie Partners, Inc., which is acting as
information agent for the Offer, at 105 Madison Avenue, New York,
NY 10016, (212) 929-5500, Continental Stock Transfer & Trust
Company, which is acting as depositary for the Offer, at 17 Battery
Place, New York, NY 10004, (212) 509-4000, and from:
Glen T. Matsumoto +1 914 607 4502 |
Partner at EQT Partners, |
Investment Advisor to EQT Infrastructure
II |
EQT Press Department +46 8 506 55 334 |
|
Perk Hixon |
Sr. Managing Director at Evercore
Partners |
(212) 822-7554 |
|
Thomas A. Masilla, Jr. |
Chief Financial Officer, Westway Group,
Inc. |
(504) 636-4245 |
Forward Looking Statements
Information provided and statements contained in this press
release that are not purely historical, such as statements
regarding future business plans and prospective performance and
opportunities are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such forward-looking
statements only speak as of the date of this press release, and
Westway, EQT and their respective affiliates assume no obligation
to update the information included in this press release.
Statements made in this press release that are forward-looking in
nature may involve risks and uncertainties. Accordingly, readers
are cautioned that any such forward-looking statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and assumptions that are difficult to predict,
including, without limitation, the risk that business disruption
relating to the merger may be greater than anticipated and other
specific risk factors discussed herein and in other releases and
public filings made by Westway. Although Westway, EQT and their
respective affiliates believe that the expectations reflected in
such forward-looking statements are reasonable as of the date made,
expectations may prove to have been materially different from the
results expressed or implied by such forward-looking statements.
Unless otherwise required by law, Westway, EQT and their respective
affiliates also disclaim any obligation to update their view of any
such risks or uncertainties or to announce publicly the result of
any revisions to the forward-looking statements made in this press
release.
About EQT
EQT is the leading private equity group in
Northern Europe with over EUR 19 billion in raised capital and
multiple investment strategies. Together with an extensive network
of independent Industrial Advisors, EQT implements its investment
strategy by acquiring or financing good medium-sized to large
companies in Northern and Eastern Europe, Asia and the United
States, supporting their development into leading companies.
Development is achieved by an industrial strategy with focus on
growth. Since inception, EQT has invested more than EUR 11 billion
in around 100 companies and exited close to 50. EQT-owned companies
have more than 550,000 employees.
EQT Infrastructure II is the second fund within
the infrastructure investment strategy. The first fund closed in
2008 at EUR 1.2 billion fund. EQT Infrastructure II seeks to invest
in medium-sized infrastructure businesses in the Nordic region,
parts of Continental Europe, and North America. Investment targets
are regulated infrastructure, concession-based infrastructure,
market-based infrastructure and infrastructure-related services.
EQT Infrastructure II closed in early January 2013 at EUR 1.925
billion.
EQT Partners, acting as Investment Advisor to
the general partners and managers of each EQT fund, has around 120
investment professionals with an extensive industrial and financial
competence. EQT Partners and its affiliates have offices in
Copenhagen, Frankfurt, Helsinki, Hong Kong, Oslo, London, Munich,
New York, Shanghai, Singapore, Stockholm, Warsaw and Zurich.
More information can be found on www.eqt.se
About Westway
Westway is a premier provider of storage and
related services to owners of bulk liquid products worldwide. The
business has over 330 million gallons of storage capacity
through a global network of 19 terminal locations including 14 in
the U.S., 1 in Canada and 4 in Europe. The business is focused on
niche liquid products and customized service offerings with strong
margin potential and has a leading market position in the
agricultural and chemical commodity sectors. Key products stored
include petroleum oils, caustics, asphalts, vegetable oils, methyl
esters, chemicals and molasses products, among others.
The Westway Group, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=7654
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