SECURITIES AND EXCHANGE
COMMISSION
INFORMATION REQUIRED IN PROXY
STATEMENT
Proxy Statement Pursuant to
Section 14(a)
of the Securities Exchange
Act of 1934
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Preliminary Proxy
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Confidential,
for Use of the Commission Only (as permitted by
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material Pursuant to §
240.14a-12
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Todd Shipyards
Corporation
(Name of Registrant as
Specified in its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than Registrant)
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to which transaction applies:
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TODD
SHIPYARDS CORPORATION AND VIGOR INDUSTRIAL LLC
ANNOUNCE
EXPIRATION OF HSR WAITING PERIOD
SEATTLE AND PORTLAND – January 11, 2011
– TODD SHIPYARDS CORPORATION (NYSE: TOD) (“
Todd
”) and Vigor Industrial
LLC (“
Vigor
”) today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “
HSR Act
”), relating to the
previously announced acquisition of Todd by Vigor, expired on January 7,
2011.
On December 30, 2010, Vigor, through
its wholly-owned subsidiary, Nautical Miles, Inc. (“
Purchaser
”), initiated a cash
tender offer to purchase all outstanding shares of common stock of Todd for
$22.27 per share without interest and less any applicable withholding and
transfer taxes. The tender offer is being made 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. Pursuant to the merger agreement, after completion of the
tender offer and the satisfaction and waiver of all conditions, Purchaser will
merge with and into Todd, with Todd continuing as the surviving corporation and
a wholly-owned subsidiary of Vigor. In certain cases, the parties
have agreed to proceed with a one-step merger transaction if the tender offer is
not completed.
The expiration of the waiting period
under the HSR Act satisfies one of the conditions to the closing of the tender
offer. Currently the tender offer will expire at 12:00 midnight New
York City time on January 28, 2011, unless extended in accordance with the
merger agreement. The closing of the tender offer remains subject
certain conditions described in the tender offer statement on Schedule TO filed
with the Securities and Exchange Commission on December 30, 2010.
Contacts
for More information
For Todd:
|
For Vigor:
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Media
Inquiries
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Mr.
Ashley Bach
|
Alan
Sprott
|
Pacific
Public Affairs
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Vigor
Industrial LLC
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(206)
682-5066
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(503)
703-0875
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Investors
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Michael
G. Marsh
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Phoenix
Advisory Partners
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General
Counsel
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Information
Agent
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(206)
623-1635, x 501
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(800)
576-4314
|
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 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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