- Filing of certain prospectuses and communications in connection with business combination transactions (425)
04 November 2008 - 6:40AM
Edgar (US Regulatory)
Filed by General Maritime Corporation
pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Arlington Tankers Ltd.
(Commission File Number: 000-53296)
Subject Company: General Maritime Corporation
(Commission File Number: 001-16531)
JOINT PRESS RELEASE
GENERAL MARITIME CORPORATION AND ARLINGTON TANKERS LTD.
ANNOUNCE SPECIAL MEETINGS OF SHAREHOLDERS TO APPROVE COMBINATION
Slate of seven directors to be named to board of New General Maritime
NEW YORK, NEW YORK and HAMILTON, BERMUDA November 3, 2008 General Maritime Corporation
(General Maritime) (NYSE: GMR) and Arlington Tankers Ltd. (Arlington) (NYSE: ATB) today
jointly announced that the Registration Statement on Form S-4 filed by Galileo Holding Corporation
(Galileo Holding) relating to the proposed transaction between General Maritime and Arlington has
been declared effective by the Securities and Exchange Commission (the SEC), and that the special
meetings of the shareholders of the two companies to vote on the proposed stock-for-stock
combination will be held on December 16, 2008.
You may obtain a free copy of the Joint Proxy Statement/Prospectus and other related documents
filed by General Maritime, Arlington and Galileo Holding with the SEC at the SECs website at
www.sec.gov
. The Joint Proxy Statement/Prospectus may also be obtained for free by accessing
General Maritimes website at
www.generalmaritimecorp.com
or by accessing Arlingtons website at
www.arlingtontankers.com
.
General Maritimes special meeting of shareholders will be held at 10:00 a.m. (Eastern time) at the
offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York.
Arlingtons special meeting of shareholders will be held at 10:00 a.m. (Eastern time) at the
offices of Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park Avenue, New York, New York.
The board of directors of each of General Maritime and Arlington unanimously recommended that their
respective shareholders vote for approval of the merger agreement.
Some of
the key highlights of the combined company include:
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a young, diverse fleet of 31 vessels (approximately 4.0 million dwt) with an average age of 8.0 years
and a presence in both crude and product segments;
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a management team which has experience with consolidations;
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a balance between time charter and spot exposure providing earnings and cash flow stability while creating the
potential to benefit from stronger tanker rates;
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a contracted revenue stream with approximately $450 million of revenues contracted through 2013;
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a partial dividend payout strategy providing
improved financial flexibility to invest in growth;
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an estimated $7.5 million of cash cost savings
expected to be realized in the first full year of operations following the proposed transaction
from combining operations and the executive transition;
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an initial cash dividend target of $2.00
per share annually; and
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a stronger platform for long-term dividend and fleet growth.
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In connection with the upcoming special meetings of shareholders, the companies announced a slate
of directors to be named to the board of directors of the combined company upon completion of the
proposed transaction, which is expected to occur in December 2008. Under the terms of the merger
agreement, the new board will initially consist
of seven directors, which will include General Maritimes six current directors, and one of
Arlingtons current directors, who is expected to be Dr. E. Grant Gibbons.
Each companys shareholders of record as of the close of business on October 27, 2008 will be
mailed the definitive proxy materials in connection with the proposed transaction and will be
entitled to vote at their companys special meeting of shareholders.
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Press and Investor Contacts:
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For General Maritime:
Jeffrey D. Pribor
Executive Vice President and CFO
General Maritime
+1 (212) 763-5600
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For Arlington:
Edward Terino
CEO, President and CFO
Arlington Tankers
+1 (203) 221-2765
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Important Additional Information has been Filed with the SEC
In connection with the proposed transaction, Galileo Holding Corporation has filed a Registration
Statement on Form S-4 (as well as amendments thereto) with the SEC, which includes a definitive
Joint Proxy Statement/Prospectus. General Maritime and Arlington are first mailing to their
respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the
proposed transaction on or about November 5, 2008. Investors and security holders are urged to read
the Joint Proxy Statement/Prospectus regarding the proposed transaction carefully because it
contains important information about General Maritime, Arlington, the proposed transaction and
related matters. You may obtain a free copy of the Joint Proxy Statement/Prospectus and other
related documents filed General Maritime, Arlington and Galileo Holding with the SEC at the SECs
website at
www.sec.gov
. These documents may also be obtained for free by accessing General
Maritimes website at
www.generalmaritimecorp.com
or by accessing Arlingtons website at
www.arlingtontankers.com
.
General Maritime and Arlington, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies in respect of the transactions
contemplated by the merger agreement. Information regarding General Maritimes directors and
executive officers is contained in General Maritimes Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 and its proxy statement dated April 11, 2008, which are filed with the
SEC. Information regarding Arlingtons directors and executive officer is contained in Arlingtons
Annual Report on Form 10-K, as amended on October 10, 2008, for the fiscal year ended December 31,
2007 and its proxy statement dated April 23, 2008, which are filed with the SEC. In addition, Peter
C. Georgiopoulos, currently the Chairman, President and Chief Executive Officer of General
Maritime, will receive benefits from General Maritime in connection with the executive transition
discussed in the Joint Proxy Statement/Prospectus, and General Maritime is discussing with Edward
Terino, currently the Chief Executive Officer, President, and Chief Financial Officer of Arlington,
a consulting arrangement for assistance in the post-closing transition period. Upon the
consummation of the proposed transaction, Mr. Terino will be entitled to receive a lump sum cash
payment of $1,250,000. A more complete description of any such arrangements is available in the
Registration Statement and the Joint Proxy Statement/Prospectus.
About General Maritime Corporation
General Maritime Corporation is a provider of international seaborne crude oil transportation
services principally within the Atlantic basin which includes ports in the Caribbean, South and
Central America, the United States, West Africa, the Mediterranean, Europe and the North Sea.
General Maritime also currently operates tankers in other regions including the Black Sea and Far
East. After delivery of a recently acquired Aframax vessel which is expected to occur in December
2008, General Maritime will own a fleet of 23 tankers twelve Aframax, and eleven Suezmax tankers
with a total carrying capacity of approximately 2.9 million dwt.
About Arlington Tankers Ltd.
Arlington Tankers Ltd. is an international, seaborne transporter of crude oil and petroleum
products. Arlingtons fleet consists exclusively of eight, modern double-hulled vessels and is one
of the youngest tanker fleets in the world, with an average vessel
age of approximately 5.0 years.
The fleet consists of two V-MAX tankers, which are
specially designed very large crude carriers, two Panamax tankers and four Product tankers. All of
Arlingtons vessels are employed on long-term time charters. Arlington was incorporated in Bermuda
in September 2004. Arlington completed its initial public offering on the New York Stock Exchange
on November 10, 2004.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based
on managements current expectations and observations. Included among the important factors that,
in General Maritimes and Arlingtons view, could cause actual results to differ materially from
the forward looking statements contained in this press release are the following: the ability to
obtain the approval of the transaction by General Maritimes and Arlingtons shareholders; the
ability to realize the expected benefits to the degree, in the amounts or in the timeframe
anticipated; the ability to integrate Arlingtons businesses with those of General Maritime in a
timely and cost-efficient manner; changes in demand; a material decline in rates in the tanker
market; changes in production of or demand for oil and petroleum products, generally or in
particular regions; greater than anticipated levels of tanker newbuilding orders or lower than
anticipated rates of tanker scrapping; changes in rules and regulations applicable to the tanker
industry, including, without limitation, legislation adopted by international organizations such as
the International Maritime Organization and the European Union or by individual countries; actions
taken by regulatory authorities; changes in trading patterns significantly impacting overall tanker
tonnage requirements; changes in the typical seasonal variations in tanker charter rates; changes
in the cost of other modes of oil transportation; changes in oil transportation technology;
increases in costs including without limitation: crew wages, insurance, provisions, repairs and
maintenance; changes in general domestic and international political conditions; changes in the
condition of General Maritimes or Arlingtons vessels or applicable maintenance or regulatory
standards (which may affect, among other things, the companys anticipated drydocking or
maintenance and repair costs); changes in the itineraries of General Maritimes or Arlingtons
vessels; the fulfillment of the closing conditions under, or the execution of customary additional
documentation for, General Maritimes agreements to acquire vessels and other factors listed from
time to time in General Maritimes or Arlingtons filings with the SEC, including, without
limitation, their respective Annual Reports on Form 10-K for the year ended December 31, 2007 and
their respective subsequent reports on Form 10-Q and Form 8-K. The ability of General Maritime,
Arlington, or the combined company to pay dividends in any period will depend upon factors
including applicable provisions of law and the final determination by the Board of Directors each
quarter after its review of the combined companys financial performance. The timing and amount of
dividends, if any, could also be affected by factors affecting cash flows, results of operations,
required capital expenditures, or reserves. As a result, the amount of dividends actually paid may
vary from the amounts currently estimated. General Maritime and Arlington disclaim any intention or
obligation to update any forward-looking statements as a result of developments occurring after the
date of this document.
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