TONTITOWN, Ark., June 23, 2015 (GLOBE NEWSWIRE) -- P.A.M. Transportation Services, Inc. (Nasdaq:PTSI) today announced that it is extending its previously announced modified “Dutch auction” tender offer to purchase shares of its outstanding common stock using available cash, cash equivalents and short-term investments, at a price of not less than $59.00 and not more than $63.00 per share, until the end of the day, 12:00 Midnight, Eastern Time, on July 9, 2015, unless further extended or withdrawn. The Company is also increasing the offer from up to 80,000 shares, or about 1.1%, of its outstanding common stock, to up to 150,000 shares, or about 2.0% of its outstanding common stock.
In connection with the extension, the Chairman of our Board of Directors, Mr. Matthew T. Moroun, has advised us that, although no final decision has been made, he or a trust of which Mr. Moroun is a co-trustee and a beneficiary (the “Moroun Trust”) may tender up to a total of 1,200,000 shares that they beneficially own in the Offer. Mr. Moroun and the Moroun Trust collectively beneficially own approximately 58% of the outstanding shares of our common stock.
Except as set forth herein, the complete terms and conditions of the tender offer remain the same as set forth in the Offer to Purchase dated May 22, 2015, and the related Letter of Transmittal.
As of the end of the day, 12:00 Midnight, Eastern Time, on June 22, 2015, the former expiration date for the tender offer, 1,230,488 shares of Common Stock had been validly tendered. Shares properly tendered will remain tendered unless withdrawn by the tendering shareholder on or before the expiration of the offer at the end of the day, 12:00 Midnight, Eastern Time, on July 9, 2015, and additional shares may be tendered on or before such expiration time on July 9, 2015.
The Information Agent for the tender offer is Georgeson Inc., and the Depositary is Computershare Trust Company, N.A.
Copies of the Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery have previously been 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 (800) 676-0098 (toll free). Questions regarding the tender offer should be directed to the information agent at (800) 676-0098 (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 P.A.M. Transportation’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 P.A.M. Transportation’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 P.A.M. Transportation has distributed 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 P.A.M. Transportation may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that P.A.M. Transportation has filed or 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 (800) 676-0098. 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 (800) 676-0098.
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 company filings might not transpire.
In connection with the extension, the Chairman of our Board of Directors, Mr. Matthew T. Moroun, has advised us that, although no final decision has been made, he or a trust of which Mr. Moroun is a co-trustee and a beneficiary (the “Moroun Trust”) may tender up to a total of 1,200,000 shares that they beneficially own in the Offer. Mr. Moroun and the Moroun Trust collectively beneficially own approximately 58% of the outstanding shares of our common stock.
Except as set forth herein, the complete terms and conditions of the tender offer remain the same as set forth in the Offer to Purchase dated May 22, 2015, and the related Letter of Transmittal.
As of the end of the day, 12:00 Midnight, Eastern Time, on June 22, 2015, the former expiration date for the tender offer, 1,230,488 shares of Common Stock had been validly tendered. Shares properly tendered will remain tendered unless withdrawn by the tendering shareholder on or before the expiration of the offer at the end of the day, 12:00 Midnight, Eastern Time, on July 9, 2015, and additional shares may be tendered on or before such expiration time on July 9, 2015.
The Information Agent for the tender offer is Georgeson Inc., and the Depositary is Computershare Trust Company, N.A.
Copies of the Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery have previously been 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 (800) 676-0098 (toll free). Questions regarding the tender offer should be directed to the information agent at (800) 676-0098 (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 P.A.M. Transportation’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 P.A.M. Transportation’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 P.A.M. Transportation has distributed 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 P.A.M. Transportation may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that P.A.M. Transportation has filed or 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 (800) 676-0098. 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 (800) 676-0098.
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 company filings might not transpire.
