CORRECTING & REPLACING Overseas Shipholding Group Commences Tender Offer for Common Units of OSG America L.P. at $10.25 in Ca...
06 Novembre 2009 - 1:55AM
Business Wire
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.
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