Attached files
file | filename |
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8-K - TODD SHIPYARDS CORP | v206373_8k.htm |
EX-2.1 - TODD SHIPYARDS CORP | v206373_ex2-1.htm |
EX-10.4 - TODD SHIPYARDS CORP | v206373_ex10-4.htm |
EX-10.6 - TODD SHIPYARDS CORP | v206373_ex10-6.htm |
EX-99.2 - TODD SHIPYARDS CORP | v206373_ex99-2.htm |
EX-99.3 - TODD SHIPYARDS CORP | v206373_ex99-3.htm |
EX-99.4 - TODD SHIPYARDS CORP | v206373_ex99-4.htm |
EX-10.5 - TODD SHIPYARDS CORP | v206373_ex10-5.htm |
EX-99.5 - TODD SHIPYARDS CORP | v206373_ex99-5.htm |
Exhibit
99.1
TODD
SHIPYARDS CORPORATION TO BE ACQUIRED BY
VIGOR
INDUSTRIAL LLC
Shareholders
to Receive $22.27 in Cash Per Share
SEATTLE
AND PORTLAND – December 23, 2010 – TODD SHIPYARDS CORPORATION (NYSE: TOD)
(“Todd”) and Vigor Industrial LLC (“Vigor”) today announced that they have
entered into a definitive agreement under which Vigor will acquire the stock of
Todd for $22.27 per share, or approximately $130 million. The
transaction is structured as an all cash tender offer.
Under the
terms of the agreement, which has been unanimously approved by Todd’s board of
directors, Vigor will offer to purchase all outstanding shares of Todd’s common
stock for $22.27 in cash per share. This represents a premium of 31%
over the average closing price of Todd’s common stock during the three month
period ended December 21, 2010. The price of Todd’s stock has climbed
steadily during the year from a low of $13.98 to its recent 52 week high closing
price of $21.00. The tender offer is scheduled to commence no later
than December 30, 2010 and will expire on January 28, 2011 unless extended. The
transaction is expected to close in the first quarter of 2011.
“We are
pleased about the addition of Todd to the Vigor family,” said Frank Foti, the
President of Vigor. “Todd is Puget Sound’s leading shipyard and the combination
of Vigor and Todd will create the largest and most capable marine services
company in the Pacific Northwest. This transaction will be good for
the customers and employees of both companies and will broaden our
capabilities. The combination of resources and capabilities will
allow the combined companies to expand both the scope and capacity of their ship
repair and new construction business.”
“This
transaction is a testament to the excellent work Todd has done to revitalize our
business. Not only is this transaction good for our stockholders, but
it’s good for the shipyard and our employees,” said Stephen G. Welch, President
and Chief Executive Officer of Todd. “We believe that the addition of Todd’s
products to Vigor will help create a stronger, more diversified company with
long-term advantages for both companies’ customers and employees.”
Todd’s
management will remain intact and all contracts will remain in
place. The acquisition will allow for stable utilization of
facilities while continuing to strengthen the combined companies’ industry
presence and opportunities for growth.
Todd’s
directors and officers and certain other stockholders who own an aggregate of
approximately 15.3 percent of Todd’s outstanding stock have entered into
agreements pursuant to which they have agreed to tender their shares in the
tender offer and to vote their shares in favor of a merger if a vote is required
by law.
Vigor has
obtained financing commitments to purchase all outstanding shares and refinance
existing indebtedness. Under the terms of the agreement, the
transaction is conditioned upon, among other things, satisfaction of the minimum
tender condition of approximately 67 percent of Todd’s common shares, the
expiration of all applicable waiting periods under the Hart-Scott-Rodino (HSR)
Antitrust Improvements Act of 1976, and other customary closing
conditions. In the event that the minimum tender condition is not
met, and in certain other circumstances, the parties have agreed to complete the
transaction through a one-step merger after receipt of shareholder
approval.
Under the
terms of the agreement, Todd may solicit superior proposals from third parties
through January 28, 2011, subject to extension at Todd’s option as provided in
the agreement. It is not anticipated that any developments will be
disclosed with regard to this process unless Todd’s Board of Directors makes a
decision with respect to a potential superior proposal. There is no
guaranty that this process will result in a superior proposal.
K&L
Gates LLP is acting as legal advisor to Vigor. Greensfelder, Hemker
& Gale, P.C. is acting as Todd’s legal advisor. Houlihan Lokey
Financial Advisors, Inc. acted as financial advisor to Todd’s Transaction
Committee.
Contacts
for More information
For Todd
|
For Vigor
|
Media
Inquiries
|
|
Mr.
Ashley Bach
|
Alan
Sprott
|
Pacific
Public Affairs
|
Vigor
Industrial LLC
|
(206)
682-5066
|
(503)
703-0875
|
Investors
|
|
Michael
G. Marsh
|
|
General
Counsel
|
|
(206)
623-1635, x 501
|
About
Todd Shipyards Corporation
Todd,
through its subsidiaries, performs a substantial amount of repair and
maintenance work on commercial and federal government vessels and provides new
construction and industrial fabrication services for a wide variety of
customers. Its customers include the U.S. Navy, the U.S. Coast Guard,
the Washington State Ferry system, NOAA, the Alaska Marine Highway System, and
various other commercial and governmental customers. Todd has
operated a shipyard in Seattle, Washington since 1916 and also operates a
shipyard and facilities in Everett and Bremerton, Washington.
About
Vigor Industrial LLC
Vigor
Industrial LLC, an Oregon limited liability company, through its subsidiaries
operates businesses providing ship repair and conversion, barge building,
industrial coating, machining, industrial real estate, and fabrication
services. Vigor Industrial performs ship repair work through Vigor
Marine LLC and Cascade General, located at the Portland Shipyard in Portland,
Oregon, Washington Marine Repair, located at Port Angeles, Washington, and Vigor
Marine Tacoma, located in the Port of Tacoma, Washington. The company
also performs ship repair work at locations in San Diego, California, Everett,
Washington and Bremerton, Washington. US Barge LLC, a wholly owned
Vigor Industrial subsidiary, constructs barges at the Portland
Shipyard.
Forward
Looking Statements:
Statements
in this release that relate to future results and events are forward-looking
statements based on Todd’s and Vigor’s current expectations,
respectively. Actual results and events in future periods may differ
materially from those expressed or implied by these forward-looking statements
because of a number of risks, uncertainties and other factors. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements, including the expected benefits and costs of
the transaction; management plans relating to the transaction; the expected
timing of the completion of the transaction; the ability to complete the
transaction; any statements of the plans, strategies and objectives of
management for future operations, including the execution of integration plans;
any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Risks, uncertainties and assumptions
include the possibility that expected benefits may not materialize as expected;
that the transaction may not be timely completed, if at all; that, prior to the
completion of the transaction, Todd’s business may experience disruptions due to
transaction-related uncertainty or other factors making it more difficult to
maintain relationships with employees, customers, other business partners or
governmental entities and other risks that are described in Todd’s Securities
and Exchange Commission reports, including but not limited to the risks
described in Todd’s Annual Report on Form 10-K for its fiscal year ended March
28, 2010. Todd assumes no obligation and does not intend to update these
forward-looking statements.
Important
Information about the Tender Offer
The
tender offer for the outstanding common stock of Todd referred to in this report
has not yet commenced. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation and the offer
to buy shares of Todd common stock will be made pursuant to an offer to purchase
and related materials that Vigor intends to file with the Securities and
Exchange Commission. At the time the offer is commenced, Vigor will file a
tender offer statement on Schedule TO with the Securities and Exchange
Commission, and thereafter Todd will file a solicitation/recommendation
statement on Schedule 14D-9 with respect to the offer. The parties intend to
make such filings on December 30, 2010. The tender offer statement
(including an offer to purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement will contain important
information that should be read carefully and considered before any decision is
made with respect to the tender offer. These materials will be sent free of
charge to all stockholders of Todd when available. In addition, all of these
materials (and all other materials filed by Todd with the Securities and
Exchange Commission) will be available at no charge from the Securities and
Exchange Commission through its website at www.sec.gov. Free copies of the offer
to purchase, the related letter of transmittal and certain other offering
documents will be made available by Phoenix Advisory Partners, the information
agent for the tender offer, by calling (800) 576-4314. Investors and
security holders may also obtain free copies of the documents filed with the
Securities and Exchange Commission by Todd by contacting Michael Marsh,
Secretary of Todd, telephone number (206) 442-8501.
Additional
Information about the Merger and Where to Find It
In
connection with the potential one-step merger, Todd would file a proxy statement
with the Securities and Exchange Commission. Additionally, Todd would
file other relevant materials with the Securities and Exchange Commission in
connection with the proposed acquisition of Todd by Vigor pursuant to the terms
of the agreement. The materials to be filed by Todd with the
Securities and Exchange Commission may be obtained free of charge at the
Securities and Exchange Commission’s web site at
www.sec.gov. Investors and stockholders also will be able to obtain
free copies of the proxy statement from Todd by contacting Hilary Pickerel with
Todd Investor Relations, telephone number (206) 623-1635, ext.
106. Investors and security holders of Todd are urged to read the
proxy statement and the other relevant materials when they become available
before making any voting or investment decision with respect to the proposed
merger because they will contain important information about the merger and the
parties to the merger.
The
Company and its respective directors, executive officers and other members of
their management and employees, under the Securities and Exchange Commission
rules, may be deemed to be participants in the solicitation of proxies of Todd
stockholders in connection with the proposed merger. Investors and
security holders may obtain more detailed information regarding the names,
affiliations and interests of certain of Todd’s executive officers and directors
in the solicitation by reading Todd’s proxy statement for its 2010 annual
meeting of stockholders, the Annual Report on Form 10-K for the fiscal year
ended March 28, 2010, and the proxy statement and other relevant materials which
may be filed with the Securities and Exchange Commission in connection with the
merger when and if they become available. Information concerning the
interests of Todd’s participants in the solicitation, which may, in some cases,
be different than those of Todd’s stockholders generally, will be set forth in
the proxy statement relating to the merger when it becomes
available. Additional information regarding Todd’s directors and
executive officers is also included in Todd’s proxy statement for its 2010
annual meeting of stockholders and is included in the Annual Report on Form 10-K
for the fiscal year ended March 28, 2010.