EXHIBIT 99.1
TRANSPORT CORPORATION OF AMERICA, INC.
1715 YANKEE DOODLE ROAD
EAGAN, MN 55121
Traded: Nasdaq: TCAM
COMPANY CONTACTS:
Mike Paxton Keith Klein
President and CEO Chief Financial Officer
(651) 686-2500 (651) 686-2500
FOR IMMEDIATE RELEASE
THURSDAY, OCTOBER 27, 2005
TRANSPORT CORPORATION OF AMERICA ANNOUNCES AGREEMENT TO
BE ACQUIRED BY AN AFFILIATE OF GOLDNER HAWN JOHNSON &
MORRISON INCORPORATED
MINNEAPOLIS, MINNESOTA, OCTOBER 27, 2005 - TRANSPORT CORPORATION OF AMERICA,
INC. (NASDAQ: TCAM), announced today that it has signed a definitive merger
agreement to be acquired by an affiliate of Minneapolis-based private equity
investment firm, Goldner Hawn Johnson & Morrison Incorporated. Transport America
will be the surviving entity after the merger. Under the terms of the merger
agreement, each outstanding share of Transport America's common stock will be
converted into the right to receive $10.00 in cash. Transport America currently
has approximately 6.6 million shares of common stock outstanding, excluding
options.
Transport America's two largest beneficial holders of common stock, Rutabaga
Capital Management and Wasatch Advisors, Inc., together with Transport America's
directors, in their capacity as shareholders, have entered into voting
agreements with the acquirer and Transport America covering an aggregate number
of shares and stock options representing, at the time of signing, 19.75% of
Transport America's outstanding shares, whereby they agree to support the
transaction.
A Special Committee of Transport America's Board of Directors, consisting of all
of the independent directors, approved the transaction. Stephens Inc. served as
financial advisor to the Special Committee since June of 2005 and provided the
Special Committee with a fairness opinion. Robins, Kaplan, Miller & Ciresi
L.L.P. acted as legal advisor to the Special Committee.
Michael Paxton, Chairman, President, and Chief Executive Officer, commented,
"Prior to the approval of this agreement, the Special Committee of the Board
conducted a lengthy process and considered a variety of strategic alternatives.
This transaction not only provides a solid return to our shareholders, it also
provides the organization with the opportunity to build on the progress we have
made over the past several years. We support this transaction and look forward
to working with the new ownership group to build on Transport America's high
level of commitment to our customers, employees, and independent contractors."
TRANSPORT CORPORATION OF AMERICA, INC.
1715 YANKEE DOODLE ROAD
EAGAN, MN 55121
Traded: Nasdaq: TCAM
The transaction is expected to be completed in Transport America's first fiscal
quarter of 2006. Commitment letters have been obtained for all necessary debt
financing in connection with the transaction from LaSalle Business Credit, LLC,
Transport America's current principal lender. The transaction is subject to
approval by Transport America's shareholders, funding under the financing
commitments, and other customary conditions, including regulatory approvals.
Additional Information
In connection with Transport America's solicitation of proxies with respect to
the meeting of shareholders to be called with respect to the proposed merger,
Transport America will file with the Securities and Exchange Commission (the
"SEC"), and will furnish to shareholders of Transport America, a proxy
statement. Shareholders are advised to read the proxy statement when it is
finalized and distributed to shareholders because it will contain important
information.
Participants in the Solicitation
Transport America and certain of its directors, executive officers and other
members of management and employees, as well as affiliates of Goldner Hawn
Johnson & Morrison Incorporated, may, under the rules of the SEC, be deemed to
be "participants" in the solicitation of proxies from shareholders of Transport
America in favor of the proposed merger. Information regarding the persons who
may be considered "participants" in the solicitation of proxies will be set
forth in Transport America's proxy statement when it is filed with the SEC.
Information regarding certain of these persons and their beneficial ownership of
Transport America common stock as of April 6, 2005 is also set forth in the
Schedule 14A filed by Transport America on April 19, 2005 with the SEC.
Information About the Companies
Transport Corporation of America, Inc., based in the Minneapolis - St. Paul
metropolitan area, provides a wide range of truckload freight carriage and
logistics services to customers in the United States, Canada, and Mexico.
Transport America focuses on providing time-definite and other responsive
services through its team of dedicated and committed employees supported by
state-of-the-art technology and information systems. More information about the
company can be found on its website at http://www.transportamerica.com.
Goldner Hawn Johnson & Morrison Incorporated is a Minneapolis-based private
equity investment firm which was founded in 1989. More information about the
firm can be found on its website at http://www.ghjm.com. Dorsey & Whitney LLP
acted as legal advisor to the firm.
TRANSPORT CORPORATION OF AMERICA, INC.
1715 YANKEE DOODLE ROAD
EAGAN, MN 55121
Traded: Nasdaq: TCAM
Safe Harbor for Forward-Looking Statements
This news release contains forward-looking statements regarding the Company. The
Company wishes to caution readers not to place undue reliance on any
forward-looking statements which speak only as of the date made. The following
important factors, among other things, in some cases have affected and in the
future could affect the Company's actual results and could cause the Company's
actual financial performance to differ materially from that expressed in any
forward-looking statement: (1) Transport America may not be able to complete the
proposed merger on the terms described above or other acceptable terms or at all
because of a number of factors, including the failure to obtain shareholder
approval, the failure of financing or the failure to satisfy the other closing
conditions, (2) the highly competitive conditions that currently exist in the
Company's market and the Company's ability to compete, (3) the Company's ability
to recruit, train, and retain qualified drivers, (4) increases in fuel prices,
and the Company's ability to recover these costs from its customers, (5) the
impact of environmental standards and regulations on new revenue equipment, (6)
changes in governmental regulations applicable to the Company's operations, (7)
adverse weather conditions, (8) accidents, (9) the financing and resale market
for used revenue equipment, (10) changes in interest rates, (11) cost of
liability insurance coverage, (12) changes in safety rating by Regulatory
authorities, and (13) downturns in general economic conditions affecting the
Company and its customers. The foregoing list should not be construed as
exhaustive and the Company disclaims any obligation subsequently to revise or
update any previously made forward-looking statements. Unanticipated events are
likely to occur.