SEACOR HOLDINGS BOARD REAFFIRMS SUPPORT FOR $41.50 TENDER OFFER
25 Marzo 2021 - 5:48PM
The board of directors of SEACOR Holdings Inc. (NYSE: CKH)
reiterated its recommendation that stockholders accept the $41.50
tender offer by an affiliate of American Industrial Partners being
made pursuant to the Merger Agreement dated December 7, 2020.
As of the most recent expiration on March 19, 2021, the Purchaser
indicated approximately 54.5% of the outstanding shares had been
tendered, demonstrating support for the transaction from more than
a majority of SEACOR stockholders.
The transaction is the culmination of a
well-organized process, conducted with the assistance of SEACOR’s
investment banker, Foros, which is described in detail in the
background information publicly filed in SEACOR’s Tender Offer
Statement. As part of this process, the board of directors
considered numerous strategic alternatives, including remaining an
independent public company. At the end of that process, the
board of directors concluded that the all-cash transaction at
$41.50 per share negotiated with American Industrial Partners
represents the best alternative available for maximizing value for
SEACOR stockholders, taking into account among other things the
opportunities and risks associated with our continued operation as
an independent public company and the certainty, immediate value
and liquidity provided by the AIP transaction.
The tender offer currently expires at 5:00 p.m.
Eastern Time on Friday, March 26, 2021. Either party may
terminate the Merger Agreement following the End Date of April 5,
2021 if the Offer has not been successful in obtaining the
necessary tendered shares accepted for payment, by that date.
As such, stockholders are encouraged to tender their shares
expeditiously in order to participate in this meaningful value
creation opportunity.
The Merger Agreement requires that a minimum of
66 2/3% of the outstanding shares be tendered. The Purchaser
has indicated that it is ready to close the transaction and,
assuming that 66 2/3% of outstanding shares are tendered, closing
and payment for the shares are expected to occur promptly after
expiration.
*****
About SEACOR HoldingsSEACOR Holdings Inc. is a
diversified holding company with interests in domestic and
international transportation and logistics, crisis and emergency
management, and clean fuel and power solutions. SEACOR is publicly
traded on the New York Stock Exchange under the symbol CKH.
About American Industrial PartnersAmerican
Industrial Partners is an operationally oriented private equity
firm that makes control investments in industrial businesses
serving domestic and global markets. The firm has deep roots in the
industrial economy and has been active in private equity investing
since 1989. To date, AIP has completed over 100 transactions and
currently has more than $7 billion of assets under management on
behalf of leading pension, endowment and financial institutions.
For more information on AIP, visit www.americanindustrial.com.
Additional Information and Where to Find ItThe
tender offer described in this communication commenced on December
18, 2020. This communication is for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to
sell shares of the Company. On December 18, 2019, an entity that
AIP controls filed with the United States Securities and Exchange
Commission (the “SEC”) a Tender Offer Statement on Schedule TO, and
the Company filed with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9. THE COMPANY’S STOCKHOLDERS AND OTHER
INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN
OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION WHICH SHOULD
BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER. The Tender Offer Statement and the
Solicitation/Recommendation Statement are available for free at the
SEC’s web site at www.sec.gov. Additional copies may be obtained
for free by contacting the Company. Free copies of these materials
and certain other offering documents will be made available by the
Company upon request by mail to SEACOR Holdings Inc., 2200 Eller
Drive, P.O. Box 13038, Fort Lauderdale, FL 33316, attention:
Investor Relations, or by phone at 1-954-523-2200, or by directing
requests for such materials to the information agent for the offer,
which will be named in the Tender Offer Statement. Copies of the
documents filed with the SEC by the Company will be available free
of charge under the “Investors” section of the Company’s internet
website at seacorholdings.com. In addition to the Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents, as well as the Solicitation/Recommendation
Statement, the Company files annual, quarterly and current reports,
proxy statements and other information with the SEC. The Company’s
filings with the SEC are also available for free to the public from
commercial document-retrieval services and at the website
maintained by the SEC at www.sec.gov.
Cautionary Note Regarding Forward-Looking
StatementsThis communication includes “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Certain statements discussed in this communication as well
as in other reports, materials and oral statements that the Company
releases from time to time constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995. Generally, words such as “anticipate,” “estimate,”
“expect,” “project,” “intend,” “believe,” “plan,” “target,”
“forecast” and similar expressions are intended to identify
forward-looking statements, including statements about the
potential benefits of the proposed transaction, the prospective
performance and outlook of the surviving company’s business,
performance and opportunities, the ability of the parties to
complete the proposed transaction and the expected timing of
completion of the proposed transaction. Such forward-looking
statements concern management’s expectations, strategic objectives,
business prospects, anticipated economic performance and financial
condition and other similar matters. Forward-looking statements are
inherently uncertain and subject to a variety of assumptions, risks
and uncertainties that could cause actual results to differ
materially from those anticipated or expected by management of the
Company. These statements are not guarantees of future performance
and actual events or results may differ significantly from these
statements. Actual events or results are subject to significant
known and unknown risks, uncertainties and other important factors,
including (i) uncertainties as to the timing and expected financing
of the tender offer; (ii) the risk that the proposed transaction
may not be completed, or if it is completed, that it will close in
a timely manner; (iii) the possibility that competing offers or
acquisition proposals for the Company will be made; (iv)
uncertainty surrounding how many of the Company’s stockholders will
tender their shares in the tender offer; (v) the possibility that
any or all of the various conditions to the consummation of the
tender offer may not be satisfied or waived; (vi) the possibility
of business disruptions due to transaction-related uncertainty and
the response of business partners to the announcement, including
customers; (vii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; (viii) the risk that stockholder litigation in
connection with the proposed transaction may result in significant
costs of defense, indemnification and liability; (ix) risks
relating to the COVID-19 pandemic, including the volatility the
pandemic has caused in the capital markets and the effects it has
had and could continue to have on the global economy and (x)
various other matters and factors discussed in Item 1A (Risk
Factors) of the Company’s Annual report on Form 10-K and other
reports filed by the Company with the SEC. It should be understood
that it is not possible to predict or identify all such factors.
Consequently, the preceding should not be considered to be a
complete discussion of all potential risks or uncertainties. Given
these factors, investors and analysts should not place undue
reliance on forward-looking statements. Forward-looking statements
speak only as of the date of the document in which they are made.
The Company disclaims any obligation or undertaking to provide any
updates or revisions to any forward-looking statement to reflect
any change in the Company’s expectations or any change in events,
conditions or circumstances on which the forward-looking statement
is based, except as required by law. It is advisable, however, to
consult any further disclosures the Company makes on related
subjects in its filings with the SEC, including Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K (if any). These statements constitute the Company’s
cautionary statements under the Private Securities Litigation
Reform Act of 1995.
Information Agent Contact
Michael Madalon
D.F. King & Co., Inc.
212-269-5732 / 917-294-9326
mmadalon@dfking.com
Investor Contact
Innisfree M&A Incorporated
Scott Winter / Jonathan Salzberger
212-750-5833
Media Contact
Stephen Pettibone / Mike DeGraff
Sard Verbinnen & Co.
SEACOR-SVC@sardverb.com
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