CORRECTING and REPLACING Overseas Shipholding Group Commences Tender Offer for Common Units of OSG America L.P. at $10.25 in Cash Per Unit
Business Wire- 11/5/2009 7:55:00 PM EST
CORRECTING and REPLACING Overseas Shipholding Group Commences Tender
Offer for Common Units of OSG America L.P. at $10.25 in Cash Per Unit
( BW)(CQN-NY-OVERSEAS-SHPHLDNG)(OSGOSP.NYSENYSE) CORRECTING and REPLACING Overseas Shipholding Group Commences Tender
Offer for Common Units of OSG America L.P. at $10.25 in Cash Per Unit
Fourth graph, first sentence of release should read: The offer and
withdrawal rights are scheduled to expire at 11:59 p.m., New York City
time, on December 4, 2009, unless the deadline is extended. (sted The
offer and withdrawal rights are scheduled to expire at 11:59 p.m., New
York City time, on December 2, 2009, unless the deadline is extended.)
The corrected release reads:
OVERSEAS SHIPHOLDING GROUP COMMENCES TENDER OFFER FOR COMMON UNITS OF
OSG AMERICA L.P. AT $10.25 IN CASH PER UNIT
Overseas Shipholding Group, Inc. (NYSE:OSG), a market leader in
providing energy transportation services, today announced that it has
commenced, through its wholly owned subsidiary OSG Bulk Ships, Inc., a
New York corporation, the previously announced tender offer for all of
the outstanding publicly-held common units (the “Units”) of OSG America
L.P. (“OSG America” or the “Partnership”; NYSE: OSP) that OSG and its
subsidiaries do not currently own at $10.25 per unit in cash,
representing total cash consideration of approximately $72 million
exclusive of fees and expenses. OSG and its affiliates currently own
approximately 53.3% of the outstanding Units, 100% of the outstanding
subordinated units and a 2% general partner interest, representing in
the aggregate approximately 77.1% of the outstanding equity of OSG
America.
The price of $10.25 per Unit in cash represents a premium of
approximately 44% over the closing price of the Units on July 29, 2009,
the last full trading day prior to the first public announcement of
OSG’s proposed offer, and a premium of approximately 40% above the
average closing price of the Units for the 90 trading days immediately
preceding July 29.
A special committee of independent members of the Board of Directors of
OSG America LLC, the general partner of the Partnership, has determined,
on behalf of the general partner, that the offer of $10.25 per Unit is
fair to Unitholders (other than OSG and its affiliates) and recommends
that Unitholders tender their Units to OSG pursuant to the offer.
Although OSG makes no recommendation as to whether or not the
Unitholders should tender their Units, OSG believes that the offer price
is fair from a financial point of view.
The offer and withdrawal rights are scheduled to expire at 11:59 p.m.,
New York City time, on December 4, 2009, unless the deadline is
extended. In addition to customary conditions, the offer contains a
non-waivable condition that more than 4,003,166 Units be tendered, such
that the tendered Units, together with the Units already owned by OSG
and its affiliates, would represent more than 12,003,600 Units, which is
more than 80% of the Units outstanding. If the Offer is successfully
consummated, OSG plans to thereafter exercise its right to purchase all
of the Units that continue to remain outstanding. Thus, successful
consummation of the Offer will result in the Partnership “going private”
and the Partnership will cease filing periodic reports with the SEC and
the Units will no longer be listed on the NYSE or otherwise publicly
traded.
Innisfree M&A Incorporated is the Information Agent for the offer. BofA
Merrill Lynch and Evercore Partners are acting as financial advisers to
OSG in connection with the offer. Simpson Thacher & Bartlett is acting
as legal counsel to OSG. Lazard Freres & Co. LLC is acting as financial
adviser to the special committee. Jones Day is acting as legal counsel
to the special committee.
NOTICE FOR OSG AMERICA UNITHOLDERS:
This announcement is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell
Units. Holders of Units are advised to read the combined Tender Offer
Statement on Schedule TO and Transaction Statement on Schedule 13E-3,
the Offer to Purchase, OSG America’s Solicitation/Recommendation
Statement on Schedule 14D-9 and other documents relating to the tender
offer that have been or will be filed with the SEC because they contain
important information. Anyone may obtain copies of these documents when
available for free at the SEC’s website at www.sec.gov,
or by calling Innisfree M&A Incorporated, the Information Agent for the
offer, toll free at 1-888.750.5834.
About OSG
Overseas Shipholding Group, Inc. (NYSE:OSG), a Dow Jones Transportation
Index company, is one of the largest publicly traded tanker companies in
the world. As a market leader in global energy transportation services
for crude oil, petroleum and gas products in the U.S. and International
Flag markets, OSG is committed to setting high standards of excellence
for its quality, safety and environmental programs. OSG is recognized as
one of the world’s most customer-focused marine transportation companies
and is headquartered in New York City, NY. More information is available
at www.osg.com.
Forward-Looking Statements
This release contains forward-looking statements regarding OSG's
prospects and the impact this tender may have on OSG and prospects of
OSG’s strategy of being a market leader in the segments in which it
competes. Factors, risks and uncertainties that could cause actual
results to differ from the expectations reflected in these
forward-looking statements are described in OSG’s Annual Report for 2008
on Form 10-K.
CONTACT:
OSG Ship Management, Inc.
Jennifer L. Schlueter, +1-212-578-1699
Vice
President Corporate Communications and Investor Relations
KEYWORDS: United States North America New York
INDUSTRY KEYWORDS: Transport Maritime
© Copyright 2005 Business Wire. All rights reserved.
Industry Announcement Index
|
 |
|
