September 4, 2001
Global Marine and Santa Fe to merge
Global Marine Inc. and Santa Fe International Corporation have entered into a definitive agreement to merge in a stock-for-stock transaction that will create the world's second largest offshore drilling contractor. The new company, which will be named GlobalSantaFe Corporation, will be headquartered in Houston and will trade on the New York Stock Exchange under the ticker symbol "GSF". Based on Santa Fe's closing stock price on Friday, August 31, GlobalSantaFe would have a market value of approximately $6 billion.
Kuwaiti Petroleum Corp., which owns 37.7 percent of Santa Fe, is supporting the deal. It will own 18.7 percent of GlobalSantaFe.
The new company will be the premier worldwide contract driller, operating over 100 rigs in the world's key drilling markets, with its own fleet of 59 offshore and 31 land drilling rigs and 13 rigs operated for others. In addition, the new company will be the world's leading provider of drilling management services, including turnkey and project management.
Under the terms of the transaction, Global Marine stockholders will receive a fixed ratio of 0.665 shares of newly issued GlobalSantaFe stock for each share of Global Marine and will own approximately 50.6% of the combined company. Gains on the transaction will be taxable to Global Marine shareholders. The transaction will not be taxable to Santa Fe shareholders, who will retain their existing shares and will own approximately 49.4% of the combined company. GlobalSantaFe will have approximately 233 million shares outstanding. The transaction is expected to be modestly accretive to GlobalSantaFe's earnings and substantially accretive to GlobalSantaFe's cash flow in 2002.
Bob Rose, chairman, president and CEO of Global Marine, will serve as chairman of the combined company. Sted Garber, Santa Fe president and CEO, will serve in those same positions at GlobalSantaFe. Gordon Anderson, current chairman of Santa Fe, is expected to serve on the 14-member board of directors of the combined company, which will consist of equal representation from each company.
Major gains for Liberian Registry
There are growing concerns in the international community about how much money from the Liberian maritime program finds its way to Liberian president Charles Taylor. In July, for example, the International Transport Federation asked shipping companies to break their links with flag. ITF General Secretary David Cockroft charged "part of the money paid to register ships in Liberia goes to its president, Charles Taylor, a man identified by the United Nations as perpetuating [the] horrible conflict [in Sierra Leone] in his greed for Sierra Leone's diamonds. Money for Liberia is bucks for bandits.
Despite the ITF invitation, the Liberian Registry has seen rapid growth this year, with new registrations for the year to date to August passing 5.6 million gross tons.
Meantime, the Liberian International Ship & Corporate Registry (LISCR), which manages the registry, has announced the appointment of an advisory board composed of significant shipping figures.
Yoram Cohen, CEO of LISCR, says, "The new registrations owners are entrusting to us are above all quality newbuildings from quality owners. We believe these owners trust us because we listen to their needs, and we have the means to meet their demands for a quality service and a sensible cost.The new board will help us to keep in touch globally so that we will stay in the forefront of owners' minds as the registry that responds to shipowners' concerns."
Rex Harrington, General Maritime Corporation, will chair the LISCR board. Joining the board for its inaugural meeting in November will be: Yukio Aso,Sanko Steamship; Ulf Bertheau, of Cyrus Makowski; Harry Gilbert, WallemGroup; Huang Shao Jie, Hong Kong Ming Wah Shipping; David C.H. Liu, Yang Ming; and Robert D. Somerville, American Bureau of Shipping.
Cohen says,"Our board members will set the agenda for us, but one issue we will all be focusing on is seafarers' welfare. The Liberian Registry is already a leader in combating fraud and ensuring proper treatment for crews. We will be looking for ways to take other registries along the same route."
Of the 134 new ships which have joined the Liberian Registry during 2001, significant numbers are under German, Greek, Hong Kong, Norwegian, U.S., Cypriot, U.K. and Japanese management. Fifty of the ships are newbuildings.
Almost 1,900 vessels of 60 million gt currently fly the Liberian flag.