General Maritime Corporation and Arlington Tankers Ltd. jointly entered into a definitive agreement whereby the two companies will combine in a stock- for-stock combination. Under the terms of the definitive agreement, approved unanimously by the Boards of Directors of both General Maritime and Arlington Tankers, shareholders of General Maritime will receive 1.340 shares of the combined company for each share of General Maritime held, and shareholders of Arlington Tankers will receive one share of the combined company for each share of Arlington Tankers held.
The combination will create a leading publicly traded tanker company.
The combined company will result in a diverse fleet of 31 vessels (approximately 4.0 million dwt) with an average age of eight years with a presence in both crude and product segments, and a significant contracted revenue stream of approximately $450 million of revenues contracted through 2013
The combined company, to be named General Maritime Corporation, will be headquartered in . Shares in the combined company will continue to be listed on the NYSE and trade under the ticker symbol "GMR". Existing shareholders of General Maritime will own approximately 73% of the combined company and the existing shareholders of Arlington Tankers will own approximately 27% of the combined company. The combined company will be led by Peter Georgiopoulos as Chairman, John Tavlarios as President, Jeffrey Pribor as CFO and John Georgiopoulos as Executive Vice President, Treasurer and Secretary. General Maritime intends to discuss with Mr. Terino a consulting arrangement for assistance in the post-closing transition period. The Board of Directors of the combined company will consist of the six current General Maritime directors and one director from Arlington Tankers.
The transaction is subject to the approval of the shareholders of both General Maritime and Arlington Tankers. Closing of the transaction is also subject to customary closing conditions and regulatory approvals, including expiration of the waiting period under Hart-Scott Rodino Act and similar approvals in other jurisdictions. The transaction is expected to close in the fourth quarter of 2008. Both General Maritime and Arlington Tankers are expected to pay their separate dividends for the third quarter of 2008, with the dividend for the fourth quarter of 2008 expected to be the first dividend paid by the combined company.