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June 9, 2004

OMI withdraws Stelmar offer

There's going to be no furious take-over battle for Stelmar Shipping.

OMI Corp. says it has withdrawn its previously announced offer to merge with rival Stelmar Shipping Ltd. following the rejection of the offer and a decision to refrain from entering into discussions with OMI by Stelmar's board.

OMI had proposed a stock-for-stock merger in which Stelmar shareholders would have received about 3.1 shares of OMI for each share of Stelmar, resulting in a 40.5 percent stake in the combined company for Stelmar holders. OMI said it was also prepared to provide up to 25 percent of the proposed stock consideration in cash, which would have been $37.57 per share based on the closing price of OMI shares June 8.

The company intends to file an amended 13D with the Securities and Exchange Commission.

Craig H. Stevenson, chairman and chief executive of OMI said, "Based on the actions of the Stelmar board, specifically their complete unwillingness to discuss our offer with us and their deliberate decision to thwart shareholders' rights by purporting to amend the company's bylaws, we have decided to withdraw our offer."

OMI said it had received overwhelming support for its bid from Stelmar shareholders, but is withdrawing its bid to avoid a long and costly process. The company said it would be willing to discuss the deal with Stelmar again, but will continue to seek other opportunities to expand.

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