Transaction Expected to Close on or about November 15, 2018
HOUSTON--(BUSINESS WIRE)--Oct. 17, 2018--
Tidewater Inc. (NYSE: TDW) (“Tidewater”) and GulfMark Offshore, Inc.
(NYSE: GLF) (“GulfMark”) announced today the filing of the joint
definitive proxy statement and prospectus with the U.S. Securities and
Exchange Commission (the “SEC”) regarding the pending business
combination pursuant to which Tidewater has agreed to acquire all of
GulfMark’s outstanding shares in a stock for stock exchange. Both
companies’ Boards of Directors continue to unanimously recommend that
stockholders vote “FOR” the associated proposals to effect the business
combination as presented in the joint definitive proxy statement and
prospectus.
Under the terms of the all-stock agreement, GulfMark stockholders will
receive 1.100 shares of Tidewater common stock for each share of
GulfMark common stock held by them. Each GulfMark noteholder warrant
will be automatically converted into the right to receive 1.100
Tidewater shares, subject to Jones Act restrictions on maximum ownership
of shares by non-U.S. citizens. Collectively, these GulfMark
stockholders will beneficially own 27% of the combined company after
completion of the combination, or 26% on a fully-diluted basis.
A special meeting of GulfMark stockholders (the “GulfMark Special
Meeting”) has been scheduled for Thursday, November 15, 2018 at 9:00
a.m. Eastern Time at the law offices of Gibson, Dunn & Crutcher LLP, 200
Park Avenue, New York, New York 10166 to adopt the previously announced
Agreement and Plan of Merger, dated July 15, 2018, by and between
Tidewater and GulfMark and related proposals. All stockholders of record
of GulfMark common stock as of the close of business on October 12, 2018
will be entitled to receive notice of the GulfMark Special Meeting and
to vote the GulfMark common stock, either in person or by proxy, at the
GulfMark Special Meeting.
A special meeting of Tidewater stockholders (the “Tidewater Special
Meeting”) has been scheduled for Thursday, November 15, 2018 at 9:00
a.m. Central Time at the law offices of Weil, Gotshal & Manges LLP, 700
Louisiana Street, Suite 1700, Houston Texas, 77002 to approve the
issuance of Tidewater common stock in connection with the business
combination and related proposals. All stockholders of record of
Tidewater common stock as of the close of business on October 10, 2018
will be entitled to receive notice of the Tidewater Special Meeting and
to vote the Tidewater common stock, either in person or by proxy, at the
Tidewater Special Meeting.
Tidewater and GulfMark each urge their stockholders to submit their
proxies as promptly as possible, either by telephone, via the internet
or by marking, signing and dating the applicable proxy card that will be
provided to Tidewater and GulfMark stockholders along with the joint
proxy statement and prospectus. The joint proxy statement and prospectus
for the special meetings are first being mailed to Tidewater and
GulfMark stockholders on or about October 17, 2018.
Subject to approval of both the Tidewater and GulfMark stockholders and
other customary closing conditions, the parties expect to close the
transaction on or about November 15, 2018.
About Tidewater
Tidewater owns and operates one of the
largest fleets of Offshore Support Vessels in the industry, with over 60
years of experience supporting offshore energy exploration and
production activities worldwide.
About GulfMark
GulfMark provides marine transportation
services to the energy industry through a fleet of offshore support
vessels serving every major offshore energy industry market in the world.
FORWARD-LOOKING STATEMENTS
In accordance with the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995, Tidewater and GulfMark note that certain statements set forth in
this presentation provide other than historical information and are
forward looking. The unfolding of future economic or business
developments may happen in a way not as anticipated or projected by
Tidewater and GulfMark and may involve numerous risks and uncertainties
that may cause Tidewater’s and GulfMark’s actual achievement of any
forecasted results to be materially different from that stated or
implied in the forward-looking statement. Among those risks and
uncertainties, many of which are beyond the control of Tidewater or
GulfMark, include, without limitation, the proposed transaction between
Tidewater and GulfMark (the “Transaction”) and the anticipated synergies
with respect to the combination of Tidewater and GulfMark; fluctuations
in worldwide energy demand and oil and gas prices; fleet additions by
competitors and industry overcapacity; customer actions including
changes in capital spending for offshore exploration, development and
production and changes in demands for different vessel specifications;
acts of terrorism and piracy; the impact of potential information
technology, cybersecurity or data security breaches; significant weather
conditions; unsettled political conditions, war, civil unrest and
governmental actions, especially in higher political risk countries
where we operate; labor changes proposed by international conventions;
increased regulatory burdens and oversight; changes in law, economic and
global financial market conditions, including the effect of enactment of
U.S. tax reform or other tax law changes, trade policy and tariffs,
interest and foreign currency exchange rate volatility, commodity and
equity prices and the value of financial assets; and enforcement of laws
related to the environment, labor and foreign corrupt practices. Readers
should consider all of these risk factors, other factors that are
described in “Forward-Looking Statements,” as well as other information
contained in Tidewater’s and GulfMark’s form 10-K’s and 10-Q’s.
Although Tidewater and GulfMark believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate and the forward-looking
statements based on these assumptions could be incorrect. These
statements are subject to known and unknown risks and uncertainties that
could cause actual results to differ materially from those expressed or
implied by such statements, including but not limited to: the ability of
the parties to consummate the Transaction in a timely manner or at all;
satisfaction of the conditions precedent to consummation of the
Transaction and approval by either company’s stockholders; the
possibility of litigation (including related to the transaction itself);
Tidewater’s and GulfMark’s ability to successfully integrate their
operations, technology and employees and realize synergies from the
Transaction; unknown, underestimated or undisclosed commitments or
liabilities; the conditions in the oil and natural gas industry,
including a decline in, or the substantial volatility of, oil or natural
gas prices, and changes in the combined companies’ customer
requirements; the level of demand for the combined companies’ products
and services. Neither Tidewater nor GulfMark undertakes any obligation
to update any forward-looking statements or to publicly release the
results of any revisions to any forward-looking statements that may be
made to reflect events or circumstances that occur, or that either
Tidewater or GulfMark becomes aware of, after the date of this
communication.
NO OFFER OR SOLICITATION
This announcement is for
informational purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, any securities or the solicitation of
any vote in any jurisdiction pursuant to the proposed transactions or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as
amended.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Tidewater and
GulfMark have filed with the SEC a Registration Statement on Form S-4
(the “Joint Proxy Statement/Prospectus”) that includes a definitive
joint proxy statement/prospectus and was declared effective by the SEC
on October 16, 2018. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO
READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The final joint proxy statement/prospectus will be mailed
to stockholders of Tidewater and GulfMark. Investors and security
holders will be able to obtain the documents free of charge at the SEC’s
website, at www.sec.gov.
In addition, security holders will be able to obtain free copies of the
Joint Proxy Statement/Prospectus from Tidewater by contacting Investor
Relations by mail at 6002 Rogerdale Road, Suite 600, Houston, TX, 77072,
Attn: Investor Relations, by telephone at +1-713-470-5292, or by going
to Tidewater’s Investor Relations page on its corporate web site at www.tdw.com,
and from GulfMark by contacting Investor Relations by mail at 842 West
Sam Houston Parkway North, Suite 400, Houston, TX, 77024, Attn: Investor
Relations, by telephone at +1-713-369-7300, or by going to GulfMark’s
Investor Relations page on its corporate web site at www.gulfmark.com.
PARTICIPANTS IN THE SOLICITATION
The Company, GulfMark and
their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the
proposed Transaction. Information about the Company’s directors is set
forth in our Transition Report on Form 10-K for the transition period
from April 1, 2017 to December 31, 2017, which was filed with the SEC on
March 15, 2018. Information about GulfMark’s directors and executive
officers is set forth in its Annual Report on Form 10-K for the fiscal
year ended December 31, 2017, which was filed with the SEC on April 2,
2018. These documents are available free of charge at the SEC’s web site
at www.sec.gov,
from the Company by contacting Investor Relations by mail at 6002
Rogerdale Road, Suite 600, Houston, TX, Attn: Investor Relations, or by
going to our Investor Relations page on its corporate web site at www.tdw.com,
and from GulfMark by contacting Investor Relations by mail at 842 West
Sam Houston Parkway North, Suite 400, Houston, TX, 77024, Attn: Investor
Relations, or by going to GulfMark’s Investor Relations page on its
corporate web site at www.gulfmark.com.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed Transaction are
included in the Joint Proxy Statement/Prospectus that has been filed by
the Company with the SEC.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181017005827/en/
Source: Tidewater Inc.
Tidewater Inc.
Quinn P. Fanning, Chief Financial Officer,
+1-713-470-5231
Jason Stanley, Director, Investor Relations,
+1-713-470-5292
GulfMark Offshore, Inc.
Sam Rubio, Chief
Financial Officer, +1-713-963-9522
Kelly Sullivan / Jamie Moser,
Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449
SOURCE:
Tidewater Inc.