Offer to Purchase for Cash
Outstanding Warrants to Purchase Common Stock
Westway Group, Inc.
Westway Group, Inc. (“Westway,” the “Company,” “we,” “us” or “our”) is offering to purchase up to 45,999,900 warrants
(the “warrants”) to purchase shares of its common stock, par value $0.0001 per share, at a purchase price of $0.13 per warrant,
net to the seller in cash, without interest (the “Purchase Price”), for a total purchase price of up to $5,979,987, upon the terms
and subject to certain conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as
they may be amended or supplemented from time to time, constitute the “Offer”).
Warrants eligible to be tendered pursuant to the Offer include 45,999,900 warrants issued in our initial public offering, but
do not include 1,400,000 warrants included in units which representatives of the underwriters in our initial public offering have
an option to purchase (the “Underwriter Warrants”) or 5,214,286 warrants issued to our founders in a private placement in
connection with our initial public offering (the “Founder Warrants”).
The Offer is subject to important conditions, including there being validly tendered and not withdrawn before the
expiration of the Offer a number of warrants representing at least 80% of the total number of warrants outstanding (not
including the Underwriter Warrants or the Founder Warrants). See Section 6.
Only warrants properly tendered and not properly withdrawn will be purchased. We will return, at our expense, any
warrants that we do not purchase in the Offer promptly following the expiration of the Offer. See Sections 1 and 6.
We will purchase warrants tendered in the Offer and pay related fees and expenses with our existing cash reserves,
available borrowings under our existing revolving credit facility or both. Financing is not a condition to the Offer. See Section 8.
The warrants are listed on The NASDAQ Capital Market and trade under the sy