SEC Investigators read this revised SC 13E3/A last night: Are you all at SEC so damn stupid as to not see this as a huge conflict of interest, and mainly There is NOT anything fair for any public shareholder involved in this whole entire deal....
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SUMMARY TERM SHEET—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders; Recommendations of the Special Committee; Recommendations of the Company Board—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders
The section under the caption “SUMMARY TERM SHEET—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders; Recommendations of the Special Committee; Recommendations of the Company Board—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders” on page 12 of the Proxy Statement is hereby amended as follows:
The following is hereby added as a new paragraph at the end of the section:
“The Special Committee’s decision to approve the merger at this time on behalf of the Company was also motivated by the fact that the Buyer Group was willing at this time to enter into the merger agreement at the $5.25 per share price the Special Committee negotiated. Based on discussions with the Buyer Group, it was the view of the Special Committee that there was a meaningful risk that, if it failed to approve the proposed merger at this time, the Buyer Group was unlikely to agree to the proposed price or a higher price in the future.
1 The reasons for the Buyer Group’s decision to propose the merger at this time, are described under “Special Factors-Buyer Group’s Purpose of and Reasons for the Merger; Position of the Buyer Group as to the Fairness of the Merger to Public Shareholders” beginning on page 43.”
SUMMARY TERM SHEET—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders; Recommendations of the Special Committee; Recommendations of the Company Board—Recommendation of the Company Board
The section under the caption “SUMMARY TERM SHEET—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders; Recommendations of the Special Committee; Recommendations of the Company Board—Recommendation of the Company Board” beginning on page 13 of the Proxy Statement is hereby amended by adding the following as the second to last sentence:
“In reaching its decision, the Company Board adopted as its own the analyses performed by or on behalf of the Special Committee as well as conclusions reached by the Special Committee regarding the merger agreement and the transactions contemplated thereby, including the merger, and the Company determined to undertake the merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Company Board.”
SPECIAL FACTORS—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders
The section under the caption “SPECIAL FACTORS—Reasons for the Merger; The Special Committee’s Position as to the Fairness of the Merger to Public Shareholders” beginning on page 28, and extending to page 31, of the Proxy Statement is hereby amended as follows:
The following is hereby added as a new paragraph immediately prior to the last paragraph beginning on page 29:
“In addition, the Special Committee did not consider the Company's net book value, which is an accounting concept based on historical costs (defined as total assets minus total liabilities attributable to the shareholders of the Company), as a factor in reaching its determination and making its recommendation. The Special Committee believes that net book value is not a relevant measure in determining the fairness of the merger agreement and the transactions contemplated thereby, including the merger, because it is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and does not, for example, take into account the current or future charter-free market value of the Company's vessels, quality of earnings, cash generation capability, the future prospects of the Company, market conditions, trends in the drybulk, tanker and offshore support shipping industries in which the Company conducts its business or the business risks inherent in competing with other shipping companies in the same industries.”
The last paragraph beginning on page 30 (which extends to Page 31) is amended by adding the following at the end of such paragraph:
“The Special Committee relied on the financial analyses and opinion of Evercore regarding the fairness, from a financial point of view, to the public shareholders of the merger consideration of? $5.25 per share in cash, without interest, to be received by the holders of shares of Company common stock in the merger (as more fully described in the section entitled ”Special Factors-Opinion of the Financial Advisor to the Special Committee”) because the holders of shares of Company common stock that will receive the merger consideration in the merger and the security holders that are unaffiliated with the Company are the same group of security holders. The Buyer Group will not be receiving consideration in the merger and, to the knowledge of the Company, no affiliate of the Company other than the Buyer Group holds shares of Company common stock.”
The following is hereby added as a new paragraph immediately prior to the first full paragraph on page 31:
“The Special Committee’s decision to approve the merger at this time on behalf of the Company was also motivated by the fact that the Buyer Group was willing at this time to enter into the merger agreement at the $5.25 per share price the Special Committee negotiated. Based on discussions with the Buyer Group, it was the view of the Special Committee that there was a meaningful risk that, if it failed to approve the proposed merger at this time, the Buyer Group was unlikely to agree to the proposed price or a higher price in the future. The reasons for the Buyer Group’s decision to propose the merger at this time, are described under “Special Factors-Buyer Group’s Purpose of and Reasons for the Merger; Position of the Buyer Group as to the Fairness of the Merger to Public Shareholders” beginning on page 43.”
SPECIAL FACTORS—Recommendation of the Company Board
The section under the caption “SPECIAL FACTORS—Recommendation of the Company Board” beginning on page 31 of the Proxy Statement is hereby amended by adding the following as the second to last sentence:
“In reaching its decision, the Company Board adopted as its own the analyses performed by or on behalf of the Special Committee as well as conclusions reached by the Special Committee regarding the merger agreement and the transactions contemplated thereby, including the merger, and the Company determined to undertake the merger at this time based on the analyses, determinations and conclusions of the Special Committee and the Company Board.”
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