Amended and Restated
Offer to Purchase and Exchange
Outstanding Warrants to Purchase Common Stock
Westway Group, Inc.
Westway Group, Inc. (“Westway,” the “Company,” “we,” “us” or “our”) is offering to holders of up to 45,999,900
warrants, each exercisable into one share of its common stock, par value $0.0001 per share, for $5.00 per share (the “warrants”),
the opportunity to receive either (i) $0.13 per warrant tendered by the holder, net to such holder in cash, without interest and
less any required withholding taxes (the “Cash Purchase Price”), (ii) one share of Westway’s class A common stock for every
30 warrants tendered for exchange and not tendered for cash (the “Exchange Ratio”) by the holder or (iii) any combination of
cash and stock as the holder may elect on the terms set forth above.
The offer is upon the terms and subject to certain conditions described in this Amended and Restated Offer to Purchase
and Exchange (this “Offer to Purchase and Exchange”) and in the related Amended and Restated Letter of Transmittal (the
“Letter of Transmittal,” which together with the Offer to Purchase and Exchange, 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The Offer is subject to important conditions, including that there are validly tendered and not withdrawn before the
expiration of the Offer an aggregate number of warrants representing at least 70% of the total number of warrants
outstanding (not including the Underwriter Warrants or the Founder Warrants). See Section 6.