Saltchuk Resources, Inc. and Overseas Shipholding Group, Inc. Announce Expiration of Hart-Scott-Rodino Waiting Period for Tender Offer
27 June 2024 - 3:12AM
Business Wire
Saltchuk Resources, Inc. (“Saltchuk”) and Overseas Shipholding
Group, Inc. (NYSE:OSG) (“OSG”) today announced the expiration of
the required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the “HSR Act”) with respect to the
previously announced cash tender offer by a wholly-owned subsidiary
of Saltchuk for all issued and outstanding shares of Class A common
stock of OSG at a price of $8.50 per share (the “Offer”). The
expiration of the waiting period occurred at 11:59 p.m. on June 25,
2024.
The expiration of the HSR Act waiting period satisfies one of
the conditions to the consummation of the Offer. Other customary
conditions still remain to be satisfied, including, among others, a
minimum tender of shares of Class A common stock of OSG
representing at least one share more than a majority of the total
number of outstanding shares of Class A common stock of OSG. Unless
the Offer is extended, the Offer and withdrawal rights will expire
at one minute after 11:59 p.m., Eastern Time, on July 9, 2024.
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 the shares on the
stockholder’s behalf.
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. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240626578577/en/
Susan Allan sallan@osg.com
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