TODD SHIPYARDS CORPORATION (NYSE: TOD) (“Todd”) and VIGOR
INDUSTRIAL LLC (“Vigor”) today announced that Vigor’s wholly owned
subsidiary, Nautical Miles, Inc. (“Purchaser”), has extended the
expiration date for its tender offer for all of the outstanding
shares of common stock of Todd at a price of $22.27 per share net
to the holder in cash, without interest and less any required
withholding and transfer taxes, until 12:00 midnight, New York City
time, on Friday, February 11, 2011. The offer had been previously
scheduled to expire at midnight, New York City time, on February 4,
2011. The tender offer was initiated pursuant to an offer to
purchase and related letter of transmittal, each dated December 30,
2010, and a merger agreement dated December 22, 2010 among Todd,
Vigor, and Purchaser (the “Merger Agreement”).
American Stock Transfer & Trust Company, LLC, the depositary
for the offer, has indicated that, as of the February 4th
expiration date, approximately 4,478,363 shares of common stock of
Todd had been validly tendered and not withdrawn pursuant to the
offer, representing approximately 77% of the outstanding shares.
The Merger Agreement requires the tender of approximately 67% of
the outstanding shares as a condition to the closing of the
offer.
Vigor also announced that as of February 4th the conditions set
forth in its financing commitments had been satisfied, including
the execution of definitive loan agreements with its senior and
mezzanine debt lenders on terms consistent with the respective
commitments and the deposit by Mr. Foti of $2 million in escrow to
be used to purchase senior subordinated notes, except for those
customary conditions which by their nature can only be satisfied
simultaneously with the closing. Accordingly, pursuant to Rule
14d-4(d) under the Securities Exchange Act of 1934, the offer must
be extended for an additional five business days, during which time
Todd and Vigor will prepare for the acceptance of and payment for
the shares tendered in the offer, exercise of the “top-up” option
and completion of the subsequent short-form merger as contemplated
by the Merger Agreement. Subject to the satisfaction as of the
extended expiration date of the conditions described in the offer
to purchase and letter of transmittal, Todd and Vigor anticipate
that the closing of the tender offer, top-up option and short-form
merger will occur on or before February 16, 2011.
About Todd Shipyards Corporation
Todd, a Delaware corporation, 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, 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 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
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 is being made
pursuant to an offer to purchase and related materials that
Purchaser and Vigor have filed on Schedule TO with the Securities
and Exchange Commission. Todd has also filed
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer with the Securities and Exchange
Commission. The tender offer statement (including an offer to
purchase, a related letter of transmittal and other offer
documents) and the solicitation/recommendation statement contain
important information that should be read carefully and considered
before any decision is made with respect to the tender offer. These
materials have been sent free of charge to all stockholders of
Todd. In addition, all of these materials (and all other materials
filed by Todd with the Securities and Exchange Commission) are
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 are also available from 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 will file
a proxy statement with the Securities and Exchange Commission.
Additionally, Todd will 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 merger
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.
Todd 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 that 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 definitive 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.
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