(RailAmerica and Fortress Investment Group issued the following news release on February 14.)
BOCA RATON, Fla. — RailAmerica, Inc. and Fortress Investment Group LLC today announced the completion of the merger in which RailAmerica has been acquired by certain private equity funds managed by affiliates of Fortress Investment Group LLC.
“We are pleased to complete this transaction,” said Charles Swinburn, Chief Executive Officer of RailAmerica. “I am particularly grateful for the support we have received from our people who have worked hard to deliver outstanding performance over many years. This merger opens a new and exciting chapter in RailAmerica’s history. We are excited to partner with Fortress to fully unleash the company’s potential. This was clearly the right opportunity for RailAmerica to maximize shareholder value while preserving our heritage.” Wesley R. Edens, Chief Executive Officer of Fortress added, “We are excited about moving forward in our partnership with RailAmerica and working closely with the RailAmerica team to continue to grow the company.”
Under the terms of the agreement, RailAmerica shareholders are entitled to receive $16.35 in cash for each share of RailAmerica common stock held. RailAmerica will apply to delist its shares from trading on the New York Stock Exchange and will file a notice of termination of registration with the Securities and Exchange Commission.
RailAmerica stockholders whose shares are held in book entry at American Stock Transfer & Trust Company, RailAmerica’s transfer agent, will receive cash for their shares from American Stock Transfer & Trust Company, which also will serve as the paying agent. RailAmerica stockholders who possess physical stock certificates will receive instructions and a letter of transmittal by mail from American Stock Transfer & Trust Company concerning how and where to forward their certificates for payment. For shares held in “street name” by a broker, bank or other nominee, stockholders will not need to take any action to have shares converted into cash, as this should be done by the broker, bank or other nominee. Questions about the deposit of merger proceeds should be directed to the appropriate broker, bank or other nominee.
Morgan Stanley acted as financial advisor to RailAmerica in connection with the transaction. Houlihan Lokey Howard & Zukin provided an opinion to the board of directors of RailAmerica that the merger consideration is fair to RailAmerica stockholders. Citigroup Global Markets Inc. acted as financial advisor to Fortress. Holland & Knight LLP acted as legal advisor to RailAmerica and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Fortress.
RailAmerica, Inc. (NYSE: RRA) is a leading short line and regional rail service provider with 42 railroads operating approximately 7,800 miles in the United States and Canada. The Company is a member of the Russell 2000 Index. Its website may be found at www.RailAmerica.com.
Fortress Investment Group LLC (NYSE: FIG) is a leading global alternative asset manager with over $30 billion in assets under management as of December 31, 2006. Fortress raises, invests and manages private equity funds, hedge funds and publicly traded alternative investment vehicles. Fortress was founded in 1998.