17.04.2007 21:03:00
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OMI to Be Acquired by Teekay and TORM
OMI Corporation (OMI) (NYSE: OMM), Teekay Shipping Corporation (Teekay)
(NYSE: TK) and A/S Dampskibsselskabet TORM (TORM) (DSE: TORM and
NASDAQ: TRMD) today announced that Teekay and TORM have entered into a
definitive agreement to acquire OMI. The agreement was unanimously
approved by OMI’s Board of Directors.
Under the agreement, OMI shareholders will receive $29.25 in cash for
each share of OMI common stock they hold. Teekay and TORM will equally
split the total cost of the transaction of approximately $2.2 billion,
including assumed net debt and other transaction costs. Under the terms
of the agreement, OMI will be permitted to pay a dividend at a rate of
$0.15 per share per quarter, pro rated from April 1 to the closing of
the tender offer, up to a maximum of $0.15 per share in the aggregate.
Under the agreement, Teekay and TORM are required to commence a tender
offer to the OMI shareholders on or before April 27, 2007. The tender
offer will be subject to acceptance from OMI’s
shareholders representing over 50 percent of OMI's outstanding shares,
as well as receipt of standard regulatory approvals. If the tender is
successful, the transaction is expected to close during the second
quarter of 2007. OMI will promptly file a copy of the definitive
agreement with the Securities and Exchange Commission.
Upon closing, Teekay and TORM have agreed to divide the assets of OMI
equally between the companies. Teekay will acquire OMI's Suezmax
operations and eight product tankers, and TORM will acquire the
remaining product tankers, 26 in total.
"We are delighted with the outcome of this
process, which we believe has greatly benefited our stockholders and is
a testament to the outstanding job our people have done in a highly
competitive market environment,” said Craig H.
Stevenson, Jr., Chairman and Chief Executive Officer of OMI.
Due to the pending transaction, the OMI Board of Directors has postponed
OMI’s 2007 Annual Meeting of Stockholders to
June 28, 2007 from May 9, 2007.
About OMI
OMI Corporation is a major international owner and operator of tankers.
Its fleet aggregates approximately 3.5 million deadweight tons and
comprises 13 Suezmax tankers (7 of which it owns and 6 of which are
chartered-in) and 32 product carriers (of which it owns 28 and
charters-in 4). In addition, the Company has 2 product carriers under
construction, which will be delivered in 2009.
In connection with the transaction, OMI received financial advice from
Perella Weinberg Partners and Fearnley Fonds and legal advice from Jones
Day.
About Teekay
Teekay Shipping Corporation transports more than 10 percent of the world’s
seaborne oil, has expanded into the liquefied natural gas shipping
sector through its publicly-listed subsidiary, Teekay LNG Partners L.P.
(NYSE: TGP), and is further growing its operations in the offshore
production, storage and transportation sector through its
publicly-listed subsidiary, Teekay Offshore Partners L.P. (NYSE: TOO).
With a fleet of over 155 vessels, offices in 17 countries and 5,600
seagoing and shore-based employees, Teekay provides a comprehensive set
of marine services to the world’s leading oil
and gas companies, helping them seamlessly link their upstream energy
production to their downstream processing operations. Teekay’s
reputation for safety, quality and innovation has earned it a position
with its customers as The Marine Midstream Company.
Teekay’s common stock is listed on the New
York Stock Exchange where it trades under the symbol "TK”.
About TORM
TORM is one of the world's leading carriers of refined oil products and
has significant activities in the bulk market. The Company operates
close to 100 modern and secure vessels, most of them in pool
co-operation with other respected shipping companies, sharing TORM's
commitment to safety, environmental responsibility and customer service.
TORM was founded in 1889 and has constantly adapted itself and benefited
from the significant changes characterizing shipping. The Company
conducts business all over the world and is headquartered in Copenhagen,
Denmark. TORM's shares are listed in Copenhagen (ticker TORM) as well as
on Nasdaq (ticker TRMD).
Important Information
This document is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any securities. The
solicitation and the offer to buy shares of OMI’s
common stock will only be made pursuant to an offer to purchase and
related materials that Teekay and TORM intend to file with the
Securities and Exchange Commission. Once filed, OMI shareholders should
read these materials carefully prior to making any decisions with
respect to the offer because they contain important information,
including the terms and conditions of the offer. Once filed, OMI
shareholders will be able to obtain the offer to purchase and related
materials with respect to the offer free of charge at the SEC’s
website at www.SEC.gov, from the
information agent named in the tender offer materials or from Teekay or
Torm.
Forward looking statements
This release contains forward-looking statements (as defined in Section
21E of the Securities Exchange Act of 1934, as amended) which reflect
management's current views with respect to certain future events and
performance, including statements regarding: the closing of Teekay and
TORM’s acquisition of OMI; the timing of
circulating the tender offer and subsequent outcome of the tender; and
the individual assets to be acquired by Teekay and TORM.
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