January 18, 2009
International Shipholding still exploring strategic options
If Philip J. Shapiro thought he was getting the last word in when he wrote International Shipholding Corporation to say that Liberty Shipping was withdrawing its acquisition offer, he should have known better.
International Shipholding came back Friday with a statement that continues in the same tone as its previous statements on the offer. It's reproduced below. But the take-away is that International Shipholding is still "exploring other strategic options"--in other words, looking for a buyer.
Here's the text of the International Shipholding statement:
The Board of Directors (the "Board") and the Special Committee of the Board (the "Special Committee") of International Shipholding Corporation (NYSE: ISH) (the "Company") acknowledge that Liberty Shipping Group LLC ("Liberty") has withdrawn, pursuant to a letter dated January 15, 2009, its unsolicited offer to acquire the Company made by Liberty on September 2, 2008. Liberty was not willing to sign a confidentiality agreement with customary standstill provisions. In the Special Committee's discussions with Liberty about a confidentiality and standstill agreement, the Special Committee took into consideration a number of factors. Liberty was unwilling to provide a substantive valuation analysis to indicate $25.75 was a bona fide offer and did not provide the Special Committee with evidence of debt financing for a potential transaction. After the Special Committee declined to acquiesce to Liberty's demands in connection with a confidentiality and standstill agreement, Liberty indicated an intent to replace the entire Board at the Company's next annual meeting. Thereafter, Liberty was unwilling to agree, were it to be successful in replacing the Board with Liberty's representatives, to provisions structured by the Special Committee solely for the purpose of protecting only the public shareholders. It is the Special Committee's perspective that Liberty was unwilling to agree to provisions that would have demonstrated to the Special Committee that Liberty's intent was other than to gain access to material non-public information and take control of the Company without paying a control premium to the Company's shareholders.
Contrary to what Liberty stated in its letter, the Special Committee did not demand that Liberty refrain from competing with the Company.
The Board has not altered the Special Committee's mandate. The Special Committee is exploring other strategic alternatives with other parties that have each signed a confidentiality agreement with customary standstill provisions.
The Company plans to release its operating results for the fourth quarter and full year 2008 by the end of January 2009.