Leading Proxy Advisor Recommends Shareholders Vote for General Maritime and Arlington Tankers Merger
04 December 2008 - 12:30AM
PR Newswire (US)
NEW YORK, and HAMILTON, Bermuda, Dec. 3 /PRNewswire-FirstCall/ --
General Maritime Corporation (General Maritime) (NYSE:GMR) and
Arlington Tankers Ltd. (Arlington) (NYSE:ATB) today jointly
announced that RiskMetrics Group (formerly Institutional
Shareholder Services or ISS), a leading independent U.S. proxy
advisory firm, has recommended that shareholders of both companies
vote "FOR" the proposed stock-for-stock combination at the special
meetings of the shareholders of the two companies scheduled for
December 16, 2008. In its reports recommending for the
stock-for-stock combination between General Maritime and Arlington,
RiskMetrics concluded, "Based on the analysis in valuation,
rationale, and corporate governance, shareholders are advised to
vote for this merger." RiskMetrics also commented, "the overall
effect of the merger has the potential to improve shareholder
value" and identified the following strategic and financial
rationales for the stock-for-stock combination: -- The combined
company will have an increased fleet and market presence. -- The
combined company will have a stronger financial profile than either
Old General Maritime or Arlington has on a stand-alone basis. This
will allow the company to retain cash to invest in growth, while at
the same time addressing the debt associated with the combined
company's leverage. -- Because the share exchange was based on the
respective net asset values of the company, the price can be
supported by underlying assets. -- Arlington shareholders will
benefit from the combined company's annual cash dividend target of
$2.00 per share, which compares favorably with Arlington's expected
dividends per share for 2009 and onward. -- The potential to
produce a cost savings of approximately $7.5 million in cash in the
first full year. -- The combined company's improved financial
flexibility to invest in growth and its contemplated cash dividend
target of $2.00 per share annually. General Maritime and Arlington
encourage all shareholders to vote their shares promptly by phone,
Internet, or by mailing their proxy card. General Maritime
shareholders can contact D.F. King & Co., Inc. at (800)
659-5550 if they have any questions or need any assistance in
voting their shares. Accordingly, Arlington shareholders can
contact MacKenzie Partners at (800) 322-2885 if they have any
questions or need any assistance in voting their shares. 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. Such registration statement, which has been
declared effective by the SEC, includes a definitive Joint Proxy
Statement/Prospectus of General Maritime and Arlington. 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 by 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/. 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: Press
and Investor Contacts for General Maritime, Jeffrey D. Pribor,
Executive Vice President and CFO, General Maritime,
+1-212-763-5600; or for Arlington, Edward Terino, CEO, President
and CFO, Arlington Tankers, +1-203-221-2765 Web site:
http://www.generalmaritimecorp.com/
http://www.arlingtontankers.com/
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