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Jan 1, 2002 12:00 PM

Genesee & Wyoming Inc (GWI) has signed an agreement to acquire Emons Transportation Group Inc for $18.5 million in cash and the assumption by GWI of approximately $10.9 million of debt, net of cash. The cash payment is to purchase the outstanding shares of Emons at $2.50 per share, and GWI will finance the acquisition under its revolving credit facility.

The acquisition will be accomplished by a merger of a newly formed subsidiary of GWI with Emons. Emons is a short-line railroad holding company with operations in Maine, New Hampshire, Vermont, Pennsylvania, and Quebec. Emons' principal subsidiaries — the St Lawrence and Atlantic Railroad Co (SLR) and the St Lawrence and Atlantic Railroad (Quebec) Inc (SLQ) — operate more than 260 miles of track that runs from Portland ME to Ste Rosalie, Quebec, where the SLQ interchanges with the Canadian National Railway Co.

The boards of directors of both GWI and Emons have approved the merger, and certain directors of Emons have signed a voting agreement with GWI in which they agree to vote their shares in favor of the proposed merger. The merger is subject to approval by Emons' stockholders, regulatory and other consents, and other customary closing conditions. The merger is expected to be completed in first-quarter 2002.