TONTITOWN, AR / ACCESSWIRE / August 27, 2021 / PAM Transportation Services, Inc. (NASDAQ: PTSI) (the “Company” or “PTSI”) today announced the preliminary results of its modified “Dutch auction” takeover bid to repurchase up to 200,000 shares of its outstanding common shares, which expired at 5:00 p.m. Eastern Time on Thursday, August 26, 2021.
Based on the preliminary count made by Computershare Trust Company, NA (“Computershare”), the custodian of the tender offer, approximately 272,414 shares were properly tendered and were not properly withdrawn at the price of. expected final purchase of $ 37.00 per share, including shares that were auctioned by way of notice of guaranteed delivery.
Pursuant to the terms and conditions of the tender offer, the Company expects to acquire 272,414 shares at a final purchase price of $ 37.00 per share, for an aggregate purchase price of approximately 10.1 million. of dollars. These shares represent approximately 2.4% of the issued and outstanding shares of the Company as at July 23, 2021 (as adjusted from the 2 for 1 forward split previously announced by the Company of its ordinary shares in the form of a dividend in 100% shares paid out on 16, 2021, to shareholders of record on July 30, 2021 (the “Share Split”)). The total amount of shares to be purchased under the tender offer includes the right of the Company to increase the tender offer up to two percent of the outstanding shares of the Company (as than adjusted for the stock split). The determination of the final number of shares to be purchased and the final price per share is subject to confirmation by Computershare of the successful delivery of the shares validly deposited and not withdrawn.
The number of shares to be purchased and the price per share are preliminary and are subject to verification by Computershare and subject to change for a number of reasons, including whether some or all of the shares deposited by way of delivery notice collateral is not delivered within the applicable settlement period of two trading days. The actual number of shares to be purchased and the final price per share will be announced after the expiration of the guaranteed delivery time and the completion of the confirmation process by Computershare, and is not expected to be announced until at least August 31, 2021. after this announcement, Computershare will make payment for the shares validly deposited and accepted for payment under the tender offer and will return the shares contributed and not purchased under the tender offer.
The Company may purchase additional shares in the future on the open market subject to market conditions and through private transactions, public offerings or otherwise. However, under applicable securities laws, the Company cannot repurchase any shares before September 13, 2021. Whether the Company carries out additional redemptions in the future will depend on many factors, including the number of shares. purchased under this takeover bid, its business and performance and situation, business and market conditions at that time, including the price of shares, and other factors than the Company considers relevant.
The Company has retained Georgeson LLC as the information agent for the takeover bid. All questions regarding the take-over bid should be directed to the Information Agent (888) 680-1529 (toll-free number).
PAM Transportation Services, Inc. is a leading dry full van carriers transporting general cargo throughout the continental United States, as well as 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.
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. These forward-looking statements may relate to the expiration of the public tender offer, the payment by the Company of the shares. filed in the offer, the terms and conditions of the tender offer, and other expected future financial and operational results or events, and are therefore forward-looking. These forward-looking statements are subject to risks, uncertainties and other factors that 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, ongoing and potential economic, business and operational disruptions and uncertainties due to the COVID-19 pandemic or other public health crises; excess capacity in the trucking industry; excess stocks; recessionary business cycles and slowdowns in customer business cycles; rapid increases or 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; increased compensation and the difficulty in attracting and retaining qualified drivers and owner-operators; increases in insurance premiums and deductible amounts related to accidents, freight, workers’ compensation, health and other claims; unforeseen increases in the number or amount of claims for which the Company is self-insured; the Company’s inability to continue to secure acceptable financing arrangements; seasonal factors such as severe weather conditions which increase operating costs; competition from road, rail and intermodal competitors, including tariff reductions resulting from competitive tendering; the ability to identify suitable acquisition candidates, to complete acquisitions and to integrate acquired transactions; our ability to develop and implement appropriate IT systems and to prevent failures or violations of such systems; the impact of future or pending litigation; the general risks associated with doing business in Mexico, including, without limitation, the potential increase in costs and negative impacts resulting from recent reforms in Mexican law on the outsourcing of labor, fluctuations in exchange rates, inflation, import duties, tariffs, quotas, political and economic instability and terrorism; the potential impact of new laws, regulations or policies, including, without limitation, import / export, trade and immigration tariffs, regulations or policies; a significant reduction or termination of the Company’s trucking service by a key customer; and other factors, including risk factors, included from time to time in the documents filed by the Company with the Securities and Exchange Commission. The Company assumes 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 described above and in the documents filed by the Company may not occur.
THE SOURCE: PAM Transportation Services, Inc.
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