(Source: Providence & Worcester press release, August 15, 2016)
WORCESTER, Mass. — Providence and Worcester Railroad Company (the “Company”) announced today that on Friday, August 12, 2016, upon completion of a process to assess strategic alternatives, its Board of Directors approved, and the Company entered into, a definitive merger agreement whereby Genesee & Wyoming Inc. will acquire the Company for $25.00 per share of common stock, or approximately $126 million, in cash. Under the terms of the merger agreement, immediately prior to the closing all outstanding shares of preferred stock of the Company will be deemed converted into common stock of the Company in accordance with their terms. In connection with entry into the merger agreement, the Robert H. Eder Trust and the Linda Eder Trust, which own a majority of the preferred stock of the Company and approximately 17.3 percent of the common stock of the Company, have entered into a Voting Agreement with Genesee & Wyoming and the Company to vote all of the shares of the preferred stock and common stock owned by the Trusts in favor of the transaction.
The transaction is expected to close in the fourth quarter of 2016 and is subject to approval by the Company’s common and preferred shareholders, satisfaction of certain regulatory approvals and other customary closing conditions.
Robert H. Eder, longtime chairman and CEO of the Company, said: “Becoming part of the Genesee & Wyoming family with its record of emphasis on safety and investment in its rail infrastructure ensures that our Company will continue to provide the quality of service which our customers and the communities we serve have enjoyed over the 40+ years since we re-commenced independent operations while at the same time continuing and improving on our programs to promote employee and community safety.”