Teekay LNG Announces Filing of Its Proxy Statement for Special Meeting to Approve Proposed Merger With Stonepeak
November 02 2021 - 4:05PM
Teekay LNG Partners L.P. (Teekay LNG) (NYSE:TGP) announces that it
filed its proxy statement with the U.S. Securities and Exchange
Commission (SEC) on November 2, 2021, relating to a special meeting
of its common unitholders (Special Meeting) to vote on the
previously announced proposed merger of Teekay LNG and Stonepeak
Infrastructure Fund IV Cayman (AIV III) LP. The Special Meeting is
scheduled for December 1, 2021 at 1:00 p.m., Atlantic Time, at the
offices of Conyers Dill & Pearman Limited, Clarendon House, 2
Church Street, Hamilton HM 11, Bermuda.
Holders of record of Teekay LNG’s common units
as of the close of business on October 28, 2021, will be entitled
to attend and vote at the Special Meeting, including any
postponement or adjournment thereof.
Additional information regarding the Special
Meeting and the Merger Agreement can be found in the definitive
proxy statement attached as Exhibit 99.1 of Teekay LNG’s Report on
Form 6-K furnished to the SEC on November 2, 2021, which can be
obtained, along with other filings containing information about
Teekay LNG, the proposed merger and related matters, without
charge, from the SEC’s website at www.sec.gov or from Teekay LNG’s
website at www.teekay.com. Unitholders are urged to read the
definitive proxy statement, including any documents incorporated by
reference, carefully and in their entirety. Unitholders with any
questions concerning the proposed merger or the proxy statement,
that would like additional copies of the proxy statement or that
need help voting their common units, may contact Teekay LNG’s proxy
solicitor Mackenzie Partners, Inc. at +1 (800) 322 2885 or
proxy@mackenziepartners.com.
About Teekay LNG
Teekay LNG is one of the world's largest
independent owners and operators of LNG carriers, providing LNG and
LPG services primarily under long-term, fee-based charter contracts
through its interests in 47 LNG carriers, 21 mid-size LPG carriers,
and seven multi-gas carriers. Teekay LNG's ownership interests in
these vessels range from 20 to 100 percent. In addition, Teekay LNG
owns a 30 percent interest in an LNG regasification terminal.
Teekay LNG is a publicly traded master limited partnership formed
by Teekay Corporation (NYSE: TK) as part of its strategy to expand
its operations in the LNG and LPG shipping sectors.
Teekay LNG’s common units and preferred units
trade on the New York Stock Exchange under the symbols “TGP”, “TGP
PR A” and “TGP PR B”, respectively.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the U.S. Securities
Act of 1933, as amended, and Section 21E of the U.S. Securities
Exchange Act of 1934, as amended. All statements included in this
press release, other than statements of historical fact, are
forward-looking statements. Statements about the proposed merger
and related transactions (Transaction) and all other statements in
this press release, other than historical facts, constitute
forward-looking statements. When used in this press release, the
words “expect,” “believe,” “anticipate,” “plan,” “intend,”
“estimate,” “may,” “will” or similar words are intended to identify
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements and any such
forward-looking statements are qualified in their entirety by
reference to the following cautionary statements. All
forward-looking statements speak only as of the date hereof and are
based on current expectations and involve a number of assumptions,
risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. Teekay LNG may not
be able to complete the proposed Transaction on the proposed or
other acceptable terms or at all because of a number of factors,
including, among others: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
Merger Agreement, (2) the failure to obtain Teekay LNG common
unitholder approval or the failure to satisfy other closing
conditions in the Merger Agreement, (3) the potential for
regulatory authorities to require divestitures, operational
remedies or other concessions in order to obtain their approval of
the proposed merger, (4) risks related to disruption of
management’s attention from Teekay LNG’s ongoing business
operations due to the proposed merger, (5) the effect of the
announcement of the proposed merger on (i) the ability of Teekay
LNG or Teekay to retain and hire key personnel and maintain
relationships with Teekay LNG’s customers, suppliers, or (ii)
Teekay LNG’s operating results and business generally, (6) the
proposed merger may involve unexpected costs, liabilities or
delays, (7) Teekay LNG’s business may suffer as a result of the
uncertainty surrounding the proposed merger, including the timing
of the consummation of the proposed merger, (8) the outcome of any
legal proceeding relating to the proposed merger, (9) Teekay LNG
may be adversely affected by other economic, business or
competitive factors, including, among others, those related to the
COVID-19 pandemic, and (10) other risks to consummation of the
proposed merger, including the risk that the proposed merger will
not be consummated within the expected time period or at all, which
may adversely affect Teekay LNG’s business and the price of its
common units. In addition, if the Transaction is completed, Teekay
LNG may not realize expected benefits for its customers, employees,
joint venture partners or capital providers and Teekay may not
realize expected benefits to it or its business. Actual results may
differ materially from those indicated by such forward-looking
statements. In addition, the forward-looking statements represent
Teekay LNG’s and Teekay’s respective views as of the date on which
such statements were made. It is anticipated that subsequent events
and developments may cause these views to change. However, although
Teekay LNG or Teekay may elect to update these forward-looking
statements at some point in the future, each specifically disclaims
any obligation to do so. These forward-looking statements should
not be relied upon as representing views as of any date subsequent
to the date hereof. Additional factors that may affect the business
or financial results of Teekay LNG or Teekay are described in the
risk factors included in its filings with the SEC, including Teekay
LNG’s and Teekay’s Annual Reports on Form 20-F for the year ended
December 31, 2020, as updated by subsequent filings with or
submissions to the SEC. Each of Teekay LNG and Teekay expressly
disclaims a duty to provide updates to forward-looking statements,
whether as a result of new information, future events or other
occurrences, except as required by applicable law.
Participants in the Solicitation
Teekay LNG, Teekay and certain of their
respective directors, executive officers of applicable
subsidiaries, certain other members of management and employees of
Teekay LNG and Teekay or such subsidiaries and agents retained by
Teekay LNG may be deemed to be participants in the solicitation of
proxies from common unitholders of Teekay LNG in favor of the
proposed merger. Information about directors and executive officers
of Teekay LNG or applicable affiliates and their beneficial
ownership of Teekay LNG’s common units is set forth in Teekay LNG’s
Annual Report on Form 20-F for the year ended December 31, 2020, as
filed with the SEC on April 1, 2021. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant materials when they become available.
Teekay Lng Partners (NYSE:TGP)
Historical Stock Chart
From Jul 2024 to Aug 2024
Teekay Lng Partners (NYSE:TGP)
Historical Stock Chart
From Aug 2023 to Aug 2024