Seacor Smit Inc. and Stirling Shipping Company Ltd.
, a private UK company based in Glasgow, Scotland, signed a letter of intent for Seacor to acquire all of the issued share capital of Stirling Shipping and certain subsidiaries. Purchase consideration will be based on the adjusted assets less liabilities of Stirling Shipping at closing and is estimated to total approximately 58 million pounds. The purchase price will be payable approximately 50% in cash, 20% in shares of Seacor common stock, 20% in loan notes and 10% in convertible notes. Stirling’s long term debt is projected to be approximately (pound)38.3 million at closing. The final price is subject to certain closing adjustments. Through its acquisition of Stirling Shipping, Seacor will acquire 12 vessels all currently operating in the North Sea with an average age of 11.7 years and contracts for the construction of two new vessels. Of the twelve vessels, nine are platform supply vessels (PSV) and three are anchor handling towing supply vessels (AHTS). The new construction contracts are for two 15,000 bhp AHTS vessels at a total cost of approximately $50 million.. The vessels will be built in the UK and are scheduled for delivery during the first half of 2002. Seacor intends to retain Stirling Shipping’s management and vessel crews. It is also intended that James Cowderoy, Managing Director of Stirling Shipping, will join Seacor’s senior management and be nominated to serve on Seacor’s Board of Directors. Completion of the transaction is subject to certain due diligence items, execution of definitive documentation, approval of Stirling Shipping’s shareholders and the Boards of Directors of Stirling Shipping and Seacor. The parties anticipate that the transaction will be completed by the end of April 2001. Charles Fabrikant, Chairman of Seacor, commented: “We are pleased to have the opportunity to acquire Stirling Shipping, a company with a strong reputation, excellent management, and a quality fleet. This acquisition modernizes our international fleet and expands our market coverage.”
James Cowderoy, Managing Director of Stirling Shipping, remarked: “We look forward to becoming an important part of Seacor Smit. Our companies’ activities are well matched and this deal will enable us to build on each other’s respective strengths.” — (Reuters)