American Industrial Partners Announces 67.64% of SEACOR Shares Tendered
April 08 2021 - 8:30AM
Business Wire
Transaction pending close upon receipt of
shares tendered through guaranteed delivery
American Industrial Partners and its affiliate Safari Merger
Subsidiary, Inc. (“Purchaser”) announced that 67.64% of outstanding
shares of SEACOR Holdings Inc. (NYSE: CKH) (“SEACOR”) have been
tendered pursuant to Purchaser’s outstanding tender offer at $41.50
per share. The transaction’s minimum tender condition is 66 2/3%.
Approximately 1,626,000 shares have been tendered pursuant to
guaranteed delivery procedures. The actual physical or book-entry
delivery of shares in excess of the minimum tender condition is
required in order for Purchaser to accept for payment all shares
tendered. Accordingly, the tender offer has been extended until
5:00 p.m. on Friday, April 9, 2021 in order for the requisite
number of these tendered shares to settle and be delivered either
physically or by book entry.
This extension, beyond the End Date under the Merger Agreement,
has been granted in coordination with the SEACOR board specifically
to allow shares tendered by guaranteed delivery to be delivered
physically or by book-entry, so that the minimum tender condition
is met. Purchaser has not sought and SEACOR’s board has not
consented to an extension beyond Friday, April 9, 2021.
American Stock Transfer & Trust Company, LLC, the depository
for the tender offer, has indicated that, as of 5:00 p.m. on April
7, 2021, a total of 13,902,313 shares, representing 67.64% of the
outstanding shares, had been validly tendered. Of these shares,
12,276,599 shares, representing 59.73% of the outstanding shares,
were tendered physically or by book-entry, and 1,625,714 shares
were tendered pursuant to guaranteed delivery procedures.
Shareholders who have already tendered their shares by physical
or book-entry delivery should not re-tender their shares or take
any other action as a result of the extension of the tender offer.
Stockholders who have tendered by guaranteed delivery should
fulfill their guarantee obligations as soon as possible by
delivering their shares physically or by book-entry. Shareholders
should be aware that shares traded with T+2 settlement can not be
tendered in a manner that meets the minimum tender threshold until
two trading days after the trade and the success of the offer is
dependent on sufficient shares being tendered physically or by
book-entry.
Purchaser is ready to close the transaction and, when 66 2/3% of
outstanding shares are delivered physically or by book-entry,
closing and payment for the shares will occur promptly within three
(3) business days.
The tender offer is being made pursuant to the tender offer
materials (including an Offer to Purchase, a related Letter of
Transmittal and certain other offer documents) in the Tender Offer
Statement on Schedule TO (together with any amendments or
supplements thereto, the “Tender Offer Statement”) filed by
Purchaser and its affiliates with the United States Securities and
Exchange Commission on December 18, 2020, as amended.
About American Industrial
Partners
American Industrial Partners is an operationally oriented
private equity firm that makes control investments in industrial
businesses serving domestic and global markets. The firm has deep
roots in the industrial economy and has been active in private
equity investing since 1989. To date, American Industrial Partners
has completed over 100 transactions and currently has more than $7
billion of assets under management on behalf of leading pension,
endowment and financial institutions. For more information on
American Industrial Partners, visit www.americanindustrial.com.
Additional Information and Where to Find
It
The tender offer described in this communication commenced on
December 18, 2020. This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an
offer to sell shares of SEACOR. On December 18, 2020, the bidders
filed with the United States Securities and Exchange Commission
(the “SEC”) a Tender Offer Statement on Schedule TO, and SEACOR
filed with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9. SEACOR’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED
TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE
THEY CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The
Tender Offer Statement and the Solicitation/Recommendation
Statement are available for free at the SEC’s web site at
www.sec.gov. Additional copies may be obtained for free by
contacting SEACOR. Free copies of these materials and certain other
offering documents will be made available by SEACOR upon request by
mail to SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038,
Fort Lauderdale, FL 33316, attention: Investor Relations, or by
phone at 1-954-523-2200, or by directing requests for such
materials to the information agent for the offer named in the
Tender Offer Statement. Copies of the documents filed with the SEC
by SEACOR will be available free of charge under the “Investors”
section of SEACOR’s internet website at seacorholdings.com. In
addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, SEACOR files annual,
quarterly and current reports, proxy statements and other
information with the SEC. SEACOR’s filings with the SEC are also
available for free to the public from commercial document-retrieval
services and at the website maintained by the SEC at
www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20210408005506/en/
Information Agent Michael Madalon D.F. King & Co.,
Inc. 212-269-5732 / 917-294-9326 mmadalon@dfking.com
Investors Innisfree M&A Incorporated Scott Winter /
Jonathan Salzberger 212-750-5833
Media Stephen Pettibone / Mike DeGraff Sard Verbinnen
& Co. SEACOR-SVC@sardverb.com
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