SEATTLE and TAMPA,
Fla., June 17, 2024 /PRNewswire/
-- Saltchuk Resources, Inc. ("Saltchuk") and Overseas
Shipholding Group, Inc. (NYSE:OSG) ("OSG") announced that on
June 10, 2024, Saltchuk's
wholly-owned subsidiary, Seahawk MergeCo., Inc. ("Purchaser"),
commenced its tender offer (the "Offer") for all issued and
outstanding shares of Class A common stock ("Shares") of OSG at a
price of $8.50 per Share in cash,
subject to any applicable tax withholding and without interest (the
"Offer Price"). The Offer is being made in connection with the
Agreement and Plan of Merger, dated as of May 19, 2024, by and among Saltchuk, Purchaser
and OSG (the "Merger Agreement"), which Saltchuk and OSG announced
on May 20, 2024.
The OSG Board of Directors has unanimously determined that the
Merger Agreement and Offer are fair to and in the best interests of
OSG's stockholders. The OSG Board of Directors also recommends that
the stockholders of OSG tender their shares to Purchaser pursuant
to the Offer.
The Offer will expire one minute after 11:59 p.m. Eastern Time on July 9, 2024, unless extended or earlier
terminated. Instructions to tender Shares are being communicated to
stockholders through Georgeson LLC, the information agent for the
Offer, or the institution or brokerage that holds Shares on the
stockholder's behalf.
Purchaser's obligation to accept and pay for Shares tendered in
the Offer is subject to conditions, including satisfaction of a
minimum tender condition and other customary conditions for
transactions of this type. After the completion of the Offer and
the satisfaction or waiver of certain conditions, Purchaser will
merge with and into OSG, with OSG continuing as the surviving
entity (the "Merger"). As a result of the Merger, outstanding
Shares will generally be cancelled and converted into the right to
receive an amount equal to the Offer Price, and OSG will cease to
be a publicly traded company and will become wholly-owned by
Saltchuk.
Additional Information
This announcement and the description contained herein is
neither an offer to purchase nor a solicitation of an offer to sell
shares of OSG. Complete terms and conditions of the Offer are set
forth in the Offer to Purchase, Letter of Transmittal and other
related materials filed by Saltchuk and Seahawk MergeCo., Inc with
the U.S. Securities and Exchange Commission (the "SEC") on
June 10, 2024. In addition, on
June 10, 2024, OSG filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the Offer. These documents contain important
information about the Offer and stockholders of OSG are urged to
read them carefully and in their entirety. Copies of these
documents and other documents filed by Saltchuk Resources,
Purchaser and OSG are available for free on OSG's website at
OSG.com/Investors/SEC filings and on the website maintained by the
SEC at www.sec.gov. In addition, a free copy of these
documents may also be obtained from the information agent,
Georgeson LLC, 1290 Avenue of the Americas, 9th Floor,
New York, NY 10104, by calling
toll free (866) 643-6206. Computershare Inc. and Computershare
Trust Company, N.A. are acting as joint depositary and paying agent
for the Offer.
About Saltchuk Resources, Inc.
Saltchuk is a
privately owned family of diversified freight transportation,
marine service, and energy distribution companies, with
consolidated annual revenue of approximately $5 billion and 7,500 employees. We believe in –
and champion – the inherent value of our companies' individual
brands. The Corporate Home provides leadership and resources to our
companies but not direct management of their operations. Saltchuk
is a values-driven organization. We put safety first. We are
reliable – we take care of our customers and conduct business with
honesty and integrity. We are committed to each other, to
protecting our environment, and to contributing to our communities
in a work environment where anyone would be proud for their
children to work. Additional information about Saltchuk, which is
headquartered in Seattle, is
available at www.saltchuk.com.
About Overseas Shipholding Group, Inc.
Overseas
Shipholding Group, Inc. (NYSE: OSG) is a publicly traded company
providing liquid bulk transportation services for crude oil and
petroleum products in the U.S. Flag markets. OSG's U.S. Flag fleet
consists of Suezmax crude oil tankers, conventional and lightering
ATBs, shuttle and conventional MR tankers, and non-Jones Act MR
tankers that participate in the U.S. Tanker Security Program.
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 Tampa,
FL. More information is available at www.osg.com.
Contact
Todd
Fogarty, Kekst CNC
212.521.4854
todd.fogarty@kekstcnc.com
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SOURCE Saltchuk Resources, Inc.; Overseas Shipholding Group,
Inc.