Providence & Worcester (PWX) Receives Shareholder Approval of Genesee & Wyoming (GWR) Deal

October 26, 2016 12:59 PM EDT

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Shareholders of Providence and Worcester Railroad Company (Nasdaq: PWX) approved the proposed acquisition of PWRR by Genesee & Wyoming Inc. (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.

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