Press Release – Providence and Worcester Railroad Company Shareholders Approve Acquisition by Genesee & Wyoming Inc.

Worcester, MA, October 26, 2016 – Shareholders of Providence and Worcester Railroad Company (“PWRR”) (NASDAQ:PWX) today approved the proposed acquisition of PWRR by Genesee & Wyoming Inc. (“G&W”) (NYSE:GWR) pursuant to the previously disclosed Merger Agreement, dated as of August 12, 2016 (the “Merger Agreement”) at its special meeting of shareholders.

Subject to the terms of the Merger Agreement, PWRR will merge with Pullman Acquisition Sub Inc., a wholly-owned subsidiary of G&W, with PWRR surviving the merger and becoming a wholly-owned subsidiary of G&W.  Under the terms of the Merger Agreement, at the effective time of the merger, (i) each outstanding share of the $50.00 par value preferred stock of PWRR will be deemed to be converted, along with the aggregate accrued or accumulated and unpaid dividends thereon, into 100 shares of the $0.50 par value common stock of PWRR (based on the existing conversion ratio of the preferred stock), and (ii) each outstanding share of common stock (including common stock into which the preferred stock has been deemed converted) shall be converted into and exchanged for the right to receive cash in the amount of $25.00 per share of common stock.

PWRR shareholders also approved an advisory proposal regarding the compensation that may be paid or become payable to PWRR’s named executive officers in connection with the merger.

Following the special meeting of PWRR shareholders, Robert H. Eder, Chairman of the Board and Chief Executive Officer of PWRR, said “We are very grateful to our shareholders for their overwhelming support of this transaction.  With today’s vote, we move one step closer to completing the transaction with Genesee & Wyoming, to the benefit of our shareholders, employees, customers, and the communities we serve.”

The merger is scheduled to close on or around November 1, 2016, subject to the satisfaction of the remaining customary closing conditions.

About Providence and Worcester Railroad Company 

PWRR is a regional freight railroad operating in Massachusetts, Rhode Island, Connecticut and New York.  PWRR is the only interstate freight carrier serving the State of Rhode Island and possesses the exclusive and perpetual right to conduct freight operations over the National Railroad Passenger Corporation’s (Amtrak) Northeast Corridor between New Haven, Connecticut and the Massachusetts/Rhode Island border.  Since commencing independent operations in 1973, PWRR, through a series of acquisitions of connecting lines and trackage rights agreements, has grown from 45 miles of track to its current system of approximately 516 miles.  PWRR services the largest international double-stack intermodal terminal facility in New England in Worcester, Massachusetts, a strategic location for regional transportation and distribution enterprises.  PWRR’s common stock is listed on the Nasdaq Global Select Market under the ticker symbol “PWX”.  PWRR’s principal executive offices are located at 75 Hammond Street, Worcester, Massachusetts 01610, its telephone number is (508) 755-4000, and its website is www.pwrr.com.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private …

Press Release – Providence and Worcester Railroad Company Announces Proposed Acquisition By Genesee & Wyoming Inc.

Worcester, MA,  August 15, 2016 – Providence and Worcester Railroad Company (NASDAQ:PWX) (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. (NYSE:GWR) 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.”

Additional Information and Where to Find It

In connection with the transaction the Company will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the proxy statement and proxy card to each shareholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s website (http://www.pwrr.com) or by writing to the Providence and Worcester Railroad Company, 75 Hammond Street, Worcester, Ma. 01610, Attn: Charles D. Rennick, General Counsel.

Participant Information

The Company and its …

Company Information Release – Providence and Worcester Railroad Company Announces Dividend

Worcester, MA, July 27, 2016, Providence and Worcester Railroad Company (NASDAQ: “PWX”) announced that, at its regular quarterly meeting on July 27, 2016, the Board of Directors of the Company declared a dividend of $.04 per share on the outstanding Common Stock of the Company, payable on August 24, 2016 to common shareholders of record on August 10, 2016.


This release contains “forward-looking statements” within the meaning of section 21E of the Securities and Exchange Act of 1934, as amended.  These forward-looking statements represent the Company’s present expectations or beliefs concerning future events.  The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic condition, and changing competition which could cause actual results to differ materially from those indicated herein.  Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.


Contact: Charles D. Rennick

75   Hammond Street
Worcester, MA  01610
Phone  (508) 755-4000, ext.  365
Fax  (508) 795-0748

Company Information Release – Providence and Worcester Railroad Company Announces Dividend

Worcester, MA, April 27, 2016, Providence and Worcester Railroad Company (NASDAQ: “PWX”) announced that, at its regular quarterly meeting on April 27, 2016, the Board of Directors of the Company declared a dividend of $.04 per share on the outstanding Common Stock of the Company, payable on May 25, 2016 to common shareholders of record on May 11, 2016.


This release contains “forward-looking statements” within the meaning of section 21E of the Securities and Exchange Act of 1934, as amended.  These forward-looking statements represent the Company’s present expectations or beliefs concerning future events.  The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic condition, and changing competition which could cause actual results to differ materially from those indicated herein.  Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.


 

Contact: Charles D. Rennick

75   Hammond Street
Worcester, MA  01610
Phone  (508) 755-4000, ext.  365
Fax  (508) 795-0748

Company Information Release – Providence and Worcester Railroad Company Announces Dividend

 

Worcester, MA, January 27, 2016, Providence and Worcester Railroad Company (NASDAQ: “PWX”) announced that, at its regular quarterly meeting on January 27, 2016, the Board of Directors of the Company declared a dividend of $.04 per share on the outstanding Common Stock of the Company, payable on February 22, 2016 to common shareholders of record on February 8, 2016.

In addition, the Board of Directors declared a 10% noncumulative annual dividend of $5.00 per share on the outstanding preferred stock of the Company, payable on February 22, 2016 to preferred shareholders of record on February 8, 2016.


 

This release contains “forward-looking statements” within the meaning of section 21E of the Securities and Exchange Act of 1934, as amended.  These forward-looking statements represent the Company’s present expectations or beliefs concerning future events.  The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic condition, and changing competition which could cause actual results to differ materially from those indicated herein.  Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.


 

Contact: Charles D. Rennick

75   Hammond Street
Worcester, MA  01610
Phone  (508) 755-4000, ext.  365
Fax  (508) 795-0748

Press Release – Providence and Worcester Railroad Company Discloses Health Condition of Chairman and Chief Executive Officer, Robert H. Eder

 

Worcester, MA, December 28, 2015, Providence and Worcester Railroad Company (NASDAQ: “PWX”) announced that Robert H. Eder, the Company’s Chairman and Chief Executive Officer, sustained a head injury as result of a fall while hiking. He underwent successful surgery to relieve an intracranial bleed and is expected to fully recover and return to work within several weeks.


 

This release contains “forward-looking statements” within the meaning of section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements represent the Company’s present expectations or beliefs concerning future events. The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic condition, and changing competition which could cause actual results to differ materially from those indicated herein. Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.


 

 

Contact: Charles D. Rennick

75   Hammond Street
Worcester, MA  01610
Phone  (508) 755-4000, ext.  365
Fax  (508) 795-0748

Company Information Release – Providence and Worcester Railroad Company Announces Dividend

 

Worcester, MA, October 28, 2015, Providence and Worcester Railroad Company (NASDAQ: “PWX”) announced that, at its regular quarterly meeting on October 28, 2015, the Board of Directors of the Company declared a dividend of $.04 per share on the outstanding Common Stock of the Company, payable on November 25, 2015 to common shareholders of record on November 11, 2015.


This release contains “forward-looking statements” within the meaning of section 21E of the Securities and Exchange Act of 1934, as amended.  These forward-looking statements represent the Company’s present expectations or beliefs concerning future events.  The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic condition, and changing competition which could cause actual results to differ materially from those indicated herein.  Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.


 

 

Contact: Charles D. Rennick

75   Hammond Street
Worcester, MA  01610
Phone  (508) 755-4000, ext.  365
Fax  (508) 795-0748

Company Information Release – Providence and Worcester Railroad Company Announces Dividend

 

Worcester, MA, July 29, 2015, Providence and Worcester Railroad Company (NASDAQ: “PWX”) announced that, at its regular quarterly meeting on July 29, 2015, the Board of Directors of the Company declared a dividend of $.04 per share on the outstanding Common Stock of the Company, payable on August 26, 2015 to common shareholders of record on August 12, 2015.


This release contains “forward-looking statements” within the meaning of section 21E of the Securities and Exchange Act of 1934, as amended.  These forward-looking statements represent the Company’s present expectations or beliefs concerning future events.  The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic condition, and changing competition which could cause actual results to differ materially from those indicated herein.  Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.


 

 

Contact: Charles D. Rennick

75   Hammond Street
Worcester, MA  01610
Phone  (508) 755-4000, ext.  365
Fax  (508) 795-0748

Company Information Release – Providence and Worcester Railroad Company Announces Dividend

 

Worcester, MA, January 28, 2015, Providence and Worcester Railroad Company (NASDAQ: “PWX”) announced that, at its regular quarterly meeting on January 28, 2015, the Board of Directors of the Company declared a dividend of $.04 per share on the outstanding Common Stock of the Company, payable on February 25, 2015 to common shareholders of record on February 11, 2015.

In addition, the Board of Directors declared a 10% noncumulative annual dividend of $5.00 per share on the outstanding preferred stock of the Company, payable on February 25, 2015 to preferred shareholders of record on February 11, 2015.


 

This release contains “forward-looking statements” within the meaning of section 21E of the Securities and Exchange Act of 1934, as amended.  These forward-looking statements represent the Company’s present expectations or beliefs concerning future events.  The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic condition, and changing competition which could cause actual results to differ materially from those indicated herein.  Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.


 

 

Contact: Charles D. Rennick

75   Hammond Street
Worcester, MA  01610
Phone  (508) 755-4000, ext.  365
Fax  (508) 795-0748

Company Information Release – Providence and Worcester Railroad Company Submits 10-Q

 

Worcester, MA, November 12, 2014, Providence and Worcester Railroad Company (NASDAQ: “PWX”) filed its 10-Q report for the third quarter ending September 30, 2014. The Form 10-Q is available through the Company’s website where it may be accessed at www.pwrr.com, through the “Investor Relations” link.


 

This release contains “forward-looking statements” within the meaning of section 21E of the Securities and Exchange Act of 1934, as amended.  These forward-looking statements represent the Company’s present expectations or beliefs concerning future events.  The Company cautions that such statements are necessarily based on certain assumptions which are subject to risks and uncertainties, including, but not limited to, changes in general economic condition, and changing competition which could cause actual results to differ materially from those indicated herein.  Further information on these risk factors is included in the Company’s filings with the Securities and Exchange Commission.


 

 

Contact: Charles D. Rennick

75   Hammond Street
Worcester, MA  01610
Phone  (508) 755-4000, ext.  365
Fax  (508) 795-0748