OMI Corporation (OMI), Teekay Shipping Corporation
(Teekay) (NYSE: TK) and A/S Dampskibsselskabet TORM (TORM) announced that Teekay and TORM have entered into a definitive agreement to acquire OMI. The agreement was unanimously approved by OMI's Board of Directors.
Under the agreement, OMI shareholders will receive $29.25 in cash for each share of OMI common stock they hold. Teekay and TORM will equally split the total cost of the transaction of approximately $2.2 billion, including assumed net debt and other transaction costs. Under the terms of the agreement, OMI will be permitted to pay a dividend at a rate of $0.15 per share per quarter, pro rated from April 1 to the closing of the tender offer, up to a maximum of $0.15 per share in the aggregate.
Under the agreement, Teekay and TORM are required to commence a tender offer to the OMI shareholders on or before April 27, 2007. The tender offer will be subject to acceptance from OMI's shareholders representing over 50 percent of OMI's outstanding shares, as well as receipt of standard regulatory approvals. If the tender is successful, the transaction is expected to close during the second quarter of 2007. OMI will promptly file a copy of the definitive agreement with the Securities and Exchange Commission
Upon closing, Teekay and TORM have agreed to divide the assets of OMI equally between the companies. Teekay will acquire OMI's Suezmax operations and eight product tankers, and TORM will acquire the remaining product tankers, 26 in total.
Due to the pending transaction, the OMI Board of Directors has postponed OMI's 2007 Annual Meeting of Stockholders to June 28, 2007 from May 9, 2007.