B+H Ocean Carriers Ltd. announced that it will commence a modified "Dutch Auction" tender offer to purchase up to 600,000 shares of its common stock at a price per share not less than $4.00 and not greater than $5.00.
The tender offer is expected to begin on October 20, 2008, and to expire on November 17, 2008, at 12:00 midnight, time, unless extended. BHO will purchase up to 600,000 common shares in the offer (representing approximately 8.8% of BHO's outstanding common shares). Tenders of shares must be made prior to the expiration of the tender offer and may be withdrawn at any time prior to that time.
On the terms and subject to the conditions of the tender offer, BHO's stockholders will have the opportunity to tender some or all of their shares at a price within the $4.00 to $5.00 per share range. Based on the number of shares tendered and the prices specified by the tendering stockholders, BHO will determine the lowest per share price within the range that will enable it to buy 600,000 shares, or such lesser number of shares that are tendered and not withdrawn. All shares accepted in the tender offer will be purchased at the same price per share even if the stockholder tendered at a lower price.
If stockholders tender more than 600,000 shares at or below the purchase price per share, BHO will purchase the shares tendered at or below the determined per share purchase price by those stockholders, subject to a preference for "odd lots" tendered, proration and certain other factors. BHO may continue after the tender offer its previously announced plan for the purchase of common shares on the open market from time to time, depending on market conditions.
The tender offer is not contingent upon any minimum number of shares being tendered. The tender offer is, however, subject to a number of other terms and conditions.
BHO's board of directors has approved the tender offer because it believes that the modified "Dutch Auction" tender offer is a prudent use of BHO's financial resources given its current liquidity and prospective capital requirements. Subject to certain limitations and legal requirements, BHO reserves the right to accept for payment, according to the terms and conditions of the offer, up to an additional 2% of BHO's outstanding shares of common stock (or 136,260 shares) without amending or extending the offer.
BHO believes that the modified "Dutch Auction" tender offer provides a mechanism to provide stockholders with the opportunity to tender all or a portion of their shares and thereby receive a return of some or all of their investment if they so elect. In addition, stockholders who do not participate in the offer will automatically increase their relative percentage ownership interest in BHO and its future operations at no additional cost to them.
None of BHO, its board of directors, the depositary or the information agent is making any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by BHO. The Company has been advised that none of its directors or executive officers intends to tender shares pursuant to the offer.