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“We are pleased about the addition of Todd to the Vigor family,” said Frank Foti, the President of Vigor. “Todd is Puget Sound’s leading shipyard and the combination of Vigor and Todd will create the largest and most capable marine services company in the Pacific Northwest. This transaction will be good for the customers and employees of both companies and will broaden our capabilities. The combination of resources and capabilities will allow the combined companies to expand both the scope and capacity of their ship repair and new construction business.” “This transaction is a testament to the excellent work Todd has done to revitalize our business. Not only is this transaction good for our stockholders, but it’s good for the shipyard and our employees,” said Stephen G. Welch, President and Chief Executive Officer of Todd. “We believe that the addition of Todd’s products to Vigor will help create a stronger, more diversified company with long-term advantages for both companies’ customers and employees.” Todd’s management will remain intact and all contracts will remain in place. The acquisition will allow for stable utilization of facilities while continuing to strengthen the combined companies’ industry presence and opportunities for growth. Todd’s directors and officers and certain other stockholders who own an aggregate of approximately 15.3 percent of Todd’s outstanding stock have entered into agreements pursuant to which they have agreed to tender their shares in the tender offer and to vote their shares in favor of a merger if a vote is required by law. Vigor has obtained financing commitments to purchase all outstanding shares and refinance existing indebtedness. Under the terms of the agreement, the transaction is conditioned upon, among other things, satisfaction of the minimum tender condition of approximately 67 percent of Todd’s common shares, the expiration of all applicable waiting periods under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval. Under the terms of the agreement, Todd may solicit superior proposals from third parties through January 28, 2011, subject to extension at Todd’s option as provided in the agreement. It is not anticipated that any developments will be disclosed with regard to this process unless Todd’s Board of Directors makes a decision with respect to a potential superior proposal. There is no guaranty that this process will result in a superior proposal. K&L Gates LLP is acting as legal advisor to Vigor. Greensfelder, Hemker & Gale, P.C. is acting as Todd’s legal advisor. Houlihan Lokey Financial Advisors, Inc. acted as financial advisor to Todd’s Transaction Committee. About Todd Shipyards Corporation Todd, through its subsidiaries, performs a substantial amount of repair and maintenance work on commercial and federal government vessels and provides new construction and industrial fabrication services for a wide variety of customers. Its customers include the U.S. Navy, the U.S. Coast Guard, the Washington State Ferry system, NOAA, the Alaska Marine Highway System, and various other commercial and governmental customers. Todd has operated a shipyard in Seattle, Washington since 1916 and also operates a shipyard and facilities in Everett and Bremerton, Washington. About Vigor Industrial LLC Vigor Industrial LLC, an Oregon limited liability company, through its subsidiaries operates businesses providing ship repair and conversion, barge building, industrial coating, machining, industrial real estate, and fabrication services. Vigor Industrial performs ship repair work through Vigor Marine LLC and Cascade General, located at the Portland Shipyard in Portland, Oregon, Washington Marine Repair, located at Port Angeles, Washington, and Vigor Marine Tacoma, located in the Port of Tacoma, Washington. The company also performs ship repair work at locations in San Diego, California, Everett, Washington and Bremerton, Washington. US Barge LLC, a wholly owned Vigor Industrial subsidiary, constructs barges at the Portland Shipyard. Todd Shipyards Corporation press release |
Todd Shipyards Corporation To Be Acquired