Teekay Tankers Announces New Share Repurchase Program; Voting Agreement in Favor of Merger
September 15 2017 - 6:58AM
Teekay Tankers Ltd. (Teekay Tankers or the Company) (NYSE:TNK)
today announced that its Board of Directors has authorized a share
repurchase program for the repurchase of up to $45 million of the
Company’s Class A common shares. Shares may be repurchased in
the open market at times and prices considered appropriate by the
Company. The timing of any purchases and the exact number of shares
to be purchased under the program will be dependent on market
conditions and other factors.
“During this period of weaker tanker rates, one
of our key priorities remains strengthening our balance sheet by
further reducing financial leverage and increasing liquidity,”
commented Kevin Mackay, Teekay Tankers’ President and CEO.
“This program is being put in place as another lever to create
shareholder value, allowing us to opportunistically take advantage
of dislocations in the capital markets when we have excess
capital.”
In addition, Teekay Tankers has entered into a
voting and support agreement with the Company’s second largest
shareholder after Teekay Corporation, Huber Capital Management LLC.
(Huber Capital), whereby Huber Capital will vote its shares in
favor of increasing the authorized number of Teekay Tankers’ Class
A common shares at an upcoming special meeting of shareholders, to
permit the issuance of Class A common shares as consideration to
complete the Company’s proposed merger with Tanker Investments
Ltd.
About Teekay Tankers
Teekay Tankers currently owns a fleet of 39
double-hull tankers, including 20 Suezmax tankers, 12 Aframax
tankers, and seven Long Range 2 (LR2) product tankers, and has
three contracted time charter-in vessels. Teekay Tankers’
vessels are employed through a mix of short- or medium-term fixed
rate time charter contracts and spot tanker market trading. The
Company also owns a Very Large Crude Carrier (VLCC) through a 50
percent-owned joint venture. In addition, Teekay Tankers owns a
ship-to-ship transfer business and a minority interest of over 11
percent in Tanker Investments Ltd. (OSE:TIL), which currently owns
a fleet of 18 modern tankers and which Teekay Tankers has agreed to
acquire the remaining ownership interest. Teekay Tankers was formed
in December 2007 by Teekay Corporation as part of its strategy to
expand its conventional oil tanker business.
Teekay Tankers’ common stock trades on the New
York Stock Exchange under the symbol “TNK.”
For Investor Relationsenquiries
contact:
Ryan HamiltonTel: +1 (604) 844-6654Website:
www.teekaytankers.com
Forward Looking Statements
This release contains forward-looking statements
(as defined in Section 21E of the Securities Exchange Act of 1934,
as amended) which reflect management’s current views with respect
to certain future events and performance, including statements
regarding: the potential repurchases of the Teekay Tankers’ common
shares under the Company’s share repurchase program; future cash
flows; a tanker market recovery; Huber Capital’s expected vote; and
the proposed merger with Tanker Investments Ltd. The
following factors are among those that could cause actual results
to differ materially from the forward-looking statements, which
involve risks and uncertainties, and that should be considered in
evaluating any such statement: changes in the Company’s liquidity
and financial leverage; capital requirements; changes in the
production of, or demand for, oil or refined products; changes in
trading patterns significantly affecting overall vessel tonnage
requirements; greater or less than anticipated levels of tanker
newbuilding orders and deliveries and greater or less than
anticipated rates of tanker scrapping; changes in global oil
prices; changes in applicable industry laws and regulations and the
timing of implementation of new laws and regulations; increased
costs; the ability to satisfy the closing conditions and receive
the required shareholder approvals for the proposed merger with
Tanker Investments Ltd; and other factors discussed in Teekay
Tankers’ filings from time to time with the United States
Securities and Exchange Commission, including its Report on Form
20-F for the fiscal year ended December 31, 2016. The Company
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events,
conditions or circumstances on which any such statement is
based.
Additional Information about the Merger and Where to Find It
This communication does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication may be
deemed to be solicitation material in respect of the proposed
merger of Tanker Investments Ltd. (TIL) and Teekay Tankers.
In connection with the proposed merger, Teekay Tankers has filed a
registration statement on Form F-4 with the U.S. Securities and
Exchange Commission (SEC), which will include a joint proxy
statement of Teekay Tankers and TIL that also constitutes a
prospectus of Teekay Tankers. After the registration
statement is declared effective, Teekay Tankers and TIL will each
mail the joint proxy statement/prospectus to its respective
shareholders. The joint proxy statement/prospectus will contain
important information about the proposed merger and related
matters. SHAREHOLDERS OF TEEKAY TANKERS ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY
STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS),
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TEEKAY TANKERS, TIL
AND THE MERGER. Shareholders will be able to obtain copies of
the joint proxy statement/prospectus and other relevant materials
(when they become available) and any other documents filed with the
SEC by Teekay Tankers for no charge at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by
Teekay Tankers also can be obtained free of charge on Teekay
Tankers’ corporate website at www.teekaytankers.com or by
contacting Teekay Tankers’ Investor Relations Department by
telephone at (604) 844-6654 or by mail to Teekay Tankers,
Attention: Investor Relations Department, 4th Floor, Belvedere
Building, 69 Pitts Bay Road, Hamilton, HM 08, Bermuda.
Participants in the Solicitation
This communication is not a solicitation of
proxies in connection with the proposed merger and the proposed
amendment to Teekay Tankers’ Amended and Restated Articles of
Incorporation (the Charter Amendment). However, Teekay Tankers and
its directors and executive officers and certain other employees
may be deemed to be participants in the solicitation of proxies
from Teekay Tankers’ shareholders in respect of the proposed merger
and Charter Amendment. Information regarding persons who may
be deemed participants in the proxy solicitation, including their
respective interests by security holdings or otherwise, will be set
forth in the joint proxy statement/prospectus relating to the
proposed merger and Charter Amendment when it becomes available and
is filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
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