General Maritime Corporation (GMR) announced that Historic General Maritime and Arlington Tankers Ltd. have completed their combination to form public company to be known as General Maritime Corporation (formerly known as Galileo Holding Corporation).
In accordance with the terms of their merger agreement, Historic General Maritime and Arlington each became wholly-owned subsidiaries of General Maritime. All outstanding shares of both companies were exchanged for shares of General Maritime. Arlington shareholders are entitled to receive one share of General Maritime common stock for each share of Arlington common stock they held immediately prior to the effective time of the combination, and Historic General Maritime shareholders are entitled to receive 1.34 shares of General Maritime common stock for each share of Historic General Maritime common stock they held immediately prior to the effective time of the combination.
No fractional shares of General Maritime common stock will be issued in the combination, and shareholders who otherwise would have been entitled to receive fractional shares are entitled to receive a cash payment in lieu of those fractional shares equal to the fractional share interest multiplied by the closing price of a share of General Maritime common stock at the end of regular trading hours on the New York Stock Exchange on Wednesday, December 17, 2008, as that price is reported on the NYSE Composite Transaction Tape.
Existing shareholders holding share certificates of Historic General Maritime or Arlington will receive a mailing in the next few weeks that includes a Letter of Transmittal from BNY Mellon Shareowner Services, who is acting as Exchange Agent. This mailing will contain specific instructions regarding the exchange of shares. Existing shareholders of either company who hold their shares in "street name" need not take any action with respect to the exchange of shares.
General Maritime Corporation is a provider of international seaborne crude oil transportation services principally within the Atlantic basin which includes ports in the Caribbean, South and Central America, the United States, West Africa, the Mediterranean, Europe and the North Sea. General Maritime also currently operates tankers in other regions including the Black Sea and Far East. Historic General Maritime owns a fleet of 23 tankers - twelve Aframax, and eleven Suezmax tankers with a total carrying capacity of approximately 2.9 million dwt, and as a result of General Maritime's combination with Arlington Tankers Ltd. on December 16, 2008, General Maritime has acquired Arlington's fleet of eight, modern double-hulled vessels, one of the youngest tanker fleets in the world, with an average vessel age of approximately 5 years. The Arlington fleet consists of two V-MAX tankers, which are specially designed very large crude carriers, two Panamax tankers and four Product tankers, all of which are employed on long-term time charters.