Tidewater and GulfMark Offshore have announced the filing of a joint definitive proxy statement and prospectus with the US Securities and Exchange Commission (SEC) regarding their pending merger.
The two companies’ respective boards of directors continue to recommend shareholders vote in favour of proposals for the merger as presented in the proxy statement and prospectus.
Under the terms of the agreement, GulfMark shareholders will receive 1.1 shares of Tidewater common stock for each share of GulfMark common stock they hold, subject to Jones Act restrictions on share ownership by non-US citizens.
Following completion of the deal, GulfMark stockholders will beneficially own 27% of the combined company, or 26% on a fully diluted basis.
A special meeting of GulfMark shareholders has been scheduled for 15 November in New York to adopt the previously announced agreement and plan of merger. Tidewater will also hold a special meeting for sharheolders on 15 November to approve the issuance of Tidewater stock.
Pending approval by shareholders and other customary closing conditions, the transaction is expected to be closed on or about 15 November 2018.
The combined entity will have an estimated market capitalisation of US$1.25Bn and a fleet of some 300 PSV and AHTS vessels.
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