Overseas Shipholding Group Announces Receipt of Unsolicited Non-Binding Acquisition Proposal & Exploration of Strategic Alter...
July 02 2021 - 9:00AM
Business Wire
Overseas Shipholding Group, Inc. (the “Company” or “OSG”) (NYSE:
OSG), a public company focused on providing energy transportation
services for crude oil and petroleum products primarily in the U.S.
Jones Act market, announced today that, following receipt by the
Company of a non-binding indication of interest to acquire all of
the issued and outstanding shares of common stock of the Company
for a price of $3.00 per share, OSG’s Board of Directors has
commenced a strategic process to explore, review and evaluate a
range of strategic alternatives available to the Company to enhance
shareholder value, including the non-binding indication of
interest.
The strategic process will be led by a newly formed special
transaction committee of independent directors, and is fully
supported by the Board of Directors and the Company's management
team. The special transaction committee has engaged Evercore as its
financial advisor and Ropes & Gray LLP as its legal advisor to
assist the special transaction committee in evaluating strategic
alternatives. The strategic alternatives to be explored in
connection with the strategic process could include, among other
things, a sale of all or part of the Company, a merger or other
business combination with another party, or remaining a public
company and continuing to execute on management’s long-term
business plan.
The Company’s Board of Directors has not set a timetable for the
strategic process, nor has it made any decisions related to
strategic alternatives, including with respect to the non-binding
indication of interest. There can be no assurance that the
exploration of strategic alternatives will result in a sale of the
Company, or in any other strategic change or outcome. The Company’s
current intention is not to disclose developments with respect to
the strategic process unless and until the Board has approved a
specific course of action, on the recommendation of the special
transaction committee, or otherwise determines that disclosure is
necessary or appropriate.
About Overseas Shipholding Group, Inc.
Overseas Shipholding Group, Inc. (NYSE: OSG) is a publicly
traded company providing energy transportation services for crude
oil and petroleum products in the U.S. Flag markets. OSG is a major
operator of tankers and ATBs in the Jones Act industry. OSG’s 22
vessel U.S. Flag fleet consists of three crude oil tankers doing
business in Alaska, two conventional ATBs, two lightering ATBs,
three shuttle tankers, ten MR tankers, and two non-Jones Act MR
tankers that participate in the U.S. Maritime Security Program. OSG
also currently owns and operates one Marshall Islands flagged MR
tanker which trades internationally.
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.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical facts
should be considered forward-looking statements. Words such as
“may”, “will”, “should”, “would”, “could”, “appears”, “believe”,
“intends”, “expects”, “estimates”, “targeted”, “plans”,
“anticipates”, “goal”, and similar expressions are intended to
identify forward-looking statements but should not be considered as
the only means by which these statements may be made. Such
forward-looking statements represent the Company’s reasonable
expectations with respect to future events or circumstances based
on various factors and are subject to various risks, uncertainties,
and assumptions relating to the Company’s operations, financial
results, financial condition, business, prospects, growth strategy
and liquidity. Accordingly, there are or will be important factors,
many of which are beyond the control of the Company, that could
cause the Company’s actual results or outcomes, or the timing of
certain events, to differ materially from the expectations
expressed or implied in these statements, including as a result of
the uncertainty associated with being able to identify, evaluate
and complete any strategic transaction or alternative, the impact
of the announcement of the special transaction committee’s review
of strategic alternatives, as well as any strategic transaction or
alternative that may be pursued, on the Company’s business,
including its financial and operating results and its employees.
Undue reliance should not be placed on any forward-looking
statements and, when reviewing any forward-looking statements,
consideration should be given to factors including, but not limited
to, those factors discussed in the Company’s Annual Report on Form
10-K, filed with the SEC on April 1, 2021, and those factors
discussed in the Company’s Quarterly Report on Form 10-Q, filed
with the SEC on May 7, 2021. Investors should carefully consider
these risk factors and the additional risk factors outlined in
other reports hereafter filed by the Company with the SEC under the
caption “Risk Factors.” The Company assumes no obligation to update
or revise any forward-looking statements except as may be required
by law. Forward-looking statements in this press release and
written and oral forward-looking statements attributable to the
Company or its representatives after the date of this press release
are qualified in their entirety by the cautionary statement
contained in this paragraph and in other reports hereafter filed by
the Company with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20210702005228/en/
Investor Relations & Media Contact: Susan Allan,
Overseas Shipholding Group, Inc. (813) 209-0620 sallan@osg.com
Overseas Shipholding (NYSE:OSG)
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