March 10, 2009
Trico won't allow Sveaas on board
Offshore and subsea services provider Trico Marine Services, Inc. (Nasdaq:TRMA) has written Kistefos AS conveying its Board of Directors' unanimous rejection of Kistefos's nomination of two individuals for election to Trico's Board of Directors at the company's 2009 Annual Meeting of Stockholders.
Kistefos AS is a Norwegian investment company owned by Christen Sveaas.
The Trico board concluded that, among other things, under the terms of Trico's charter, neither of the Kistefos nominees (one of whom is Mr. Sveaas and the other Kistefold CEO Åge Korsvold) is qualified to stand for election at the 2009 Annual Meeting due to limitations on the proportion of non-U.S. citizens eligible to serve on Trico's Board. The company said that Kistefos's nominations will be disregarded if made at the 2009 Annual Meeting.
In its letter, Trico explained that its charter effectively requires that Trico remain Jones Act eligible as a U.S. Maritime Company (as defined in the charter), and Trico must comply with the Jones Act to engage in coastwise trade in the U.S. Gulf of Mexico. Trico's Jones Act eligibility would be compromised if non-U.S. citizens either exercise control over more than 25% of the voting power in the corporation or occupy seats that constitute more than a minority of a Board quorum.
It said that the Kistefos proposal "would effectively put Kistefos in control of approximately 29% of the Trico Board seats and, in the view of our counsel, would mean that Kistefos would control more than 25% of the 'voting power in the corporation.; Furthermore, if your nomination were successful, it would result in three non-U.S. citizens serving on Trico's Board which is approximately 43% of the Trico Board seats and a majority of a Board quorum. The U.S. Maritime Administration and U.S. Coast Guard would find that both of these results cause Trico not to be Jones Act eligible."