General Maritime Corporation and Arlington Tankers Ltd. Announce Special Meetings of Shareholders to Approve Combination
04 November 2008 - 8:30AM
PR Newswire (US)
Slate of seven directors to be named to board of New General
Maritime NEW YORK and HAMILTON, Bermuda, Nov. 3
/PRNewswire-FirstCall/ -- 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 SEC's website at
http://www.sec.gov/. The Joint Proxy Statement/Prospectus may also
be obtained for free by accessing General Maritime's website at
http://www.generalmaritimecorp.com/ or by accessing Arlington's
website at http://www.arlingtontankers.com/. General Maritime's
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. Arlington's
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: -- 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; -- a management team which has
experience with consolidations; -- a balance between time charter
and spot exposure providing earnings and cash flow stability while
creating the potential to benefit from stronger tanker rates; -- a
contracted revenue stream with approximately $450 million of
revenues contracted through 2013; -- a partial dividend payout
strategy providing improved financial flexibility to invest in
growth; -- 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; -- an initial cash dividend target of $2.00 per share
annually; and -- a stronger platform for long-term dividend and
fleet growth. 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 Maritime's six current directors, and one of Arlington's
current directors, who is expected to be Dr. E. Grant Gibbons. Each
company's 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 company's special meeting of shareholders. 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 SEC's
website at http://www.sec.gov/. These documents may also be
obtained for free by accessing General Maritime's website at
http://www.generalmaritimecorp.com/ or by accessing Arlington's
website at http://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 Maritime's directors and executive
officers is contained in General Maritime's 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 Arlington's directors and executive officer
is contained in Arlington's 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. Arlington's 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 Arlington's
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 management's current
expectations and observations. Included among the important factors
that, in General Maritime's and Arlington's 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
Maritime's and Arlington's shareholders; the ability to realize the
expected benefits to the degree, in the amounts or in the timeframe
anticipated; the ability to integrate Arlington's 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 Maritime's or Arlington's vessels or
applicable maintenance or regulatory standards (which may affect,
among other things, the company's anticipated drydocking or
maintenance and repair costs); changes in the itineraries of
General Maritime's or Arlington's vessels; the fulfillment of the
closing conditions under, or the execution of customary additional
documentation for, General Maritime's agreements to acquire vessels
and other factors listed from time to time in General Maritime's or
Arlington's 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 company's 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. DATASOURCE:
General Maritime Corporation; Arlington Tankers Ltd. CONTACT:
CONTACT: Press and Investor Contacts: For General Maritime: Jeffrey
D. Pribor, Executive Vice President and CFO, General Maritime,
+1-212-763-5600; For Arlington: Edward Terino, CEO, President and
CFO, Arlington Tankers, +1-203-221-2765 Web Site:
http://www.arlingtontankers.com/
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