August 6, 2008
General maritime and Arlington Tankers to combine
General Maritime Corporation (NYSE: GMR) and Arlington Tankers Ltd. (NYSE: ATB ) have jointly announced a definitive agreement that will see the two companies combine in a stock- for-stock combination. Shareholders of General Maritime will receive 1.340 shares of the combined company for each share of General Maritime held, and shareholders of Arlington Tankers will receive one share for each share of Arlington Tankers held.
The combination will create a leading publicly traded tanker company with a modern, diverse fleet of 31 vessels (approximately 4.0 million dwt) with an average age of 8.0 years with a presence in both crude and product segments
Peter Georgiopoulos, Chairman, President and Chief Executive Officer of General Maritime, commented, "In merging General Maritime and Arlington Tankers, we have entered into a significant value creating transaction for the shareholders of both companies. We believe the new company's large diverse double-hull fleet, combined with its balanced chartering strategy, will offer shareholders stable cash flows as well as upside potential to the products and crude tanker markets. The combined company will further differentiate itself by having a sizeable fixed dividend target while retaining capital for growth. This approach, together with a strong financial position, bodes well for management to draw upon its considerable consolidation experience to capitalize on growth opportunities that meet strict return requirements. We believe our focus on growth, as well as the anticipated cash cost savings of the transaction, will position the combined company to increase earnings and pay substantial dividends to shareholders over the long-term."
"General Maritime is the ideal partner to increase value for Arlington Tankers' shareholders," said Ed Terino, Chief Executive Officer, President and Chief Financial Officer of Arlington Tankers. "The combination of General Maritime and Arlington Tankers provides significant opportunities for long- term growth in shareholder value as a result of the larger and more-diverse fleet, stronger financial position and highly experienced team to actively manage and further expand the fleet. Complementing the combined company's focus on fleet and earnings growth, I am pleased that our shareholders will have the opportunity to continue to receive attractive dividends supported by a balanced chartering strategy and a sizeable revenue stream."
The combined company, to be named General Maritime Corporation, will be headquartered in New York City. Shares in the combined company will continue to be listed on the NYSE and trade under the ticker symbol "GMR". Existing shareholders of General Maritime will own approximately 73% of the combined company and the existing shareholders of Arlington Tankers will own approximately 27% of the combined company. The combined company will be led by Peter Georgiopoulos as Chairman, John Tavlarios as President, Jeffrey Pribor as CFO and John Georgiopoulos as Executive Vice President, Treasurer and Secretary. General Maritime intends to discuss with Mr. Terino a consulting arrangement for assistance in the post-closing transition period. The Board of Directors of the combined company will consist of the six current General Maritime directors and one director from Arlington Tankers.
Together, General Maritime and Arlington Tankers are expected to generate revenue of approximately $353 million and EBITDA of approximately $235 million on a pro forma basis for 2008E. The combined company is expected to generate cash cost savings of approximately $7.5 million, as well as cost reductions relating to the General Maritime executive transition, in the first year of operations. The combined company expects to establish an initial annual dividend target, subject to determination by the combined company's Board, of $2.00 per share, with additional upside through synergies and continued growth.
Both General Maritime and Arlington Tankers have the support of their existing bank groups and have received preliminary approvals to roll-over their respective debt facilities.
Peter Georgiopoulos concluded by saying, "In leading the combined Company, we intend to be steadfast in our pursuit of creating value for shareholders over the long-term. In seeking to accomplish this critical objective, we will draw upon management's past success, which includes returning over $1 billion to shareholders and achieving total returns of 180% since going public in 2001. We are excited about the prospects of the combined company and will actively seek opportunities to grow the combined company's strong portfolio of assets, while maintaining a stable dividend return to our enlarged shareholder base."
The transaction is subject to the approval of the shareholders of both General Maritime and Arlington Tankers. Closing of the transaction is also subject to customary closing conditions and regulatory approvals, including expiration of the waiting period under Hart-Scott Rodino Act and similar approvals in other jurisdictions. The transaction is expected to close in the fourth quarter of 2008. Both General Maritime and Arlington Tankers are expected to pay their separate dividends for the third quarter of 2008, with the dividend for the fourth quarter of 2008 expected to be the first dividend paid by the combined company.
General Maritime also announced that, as noted above, contingent upon the closing of the proposed transaction, it expects Peter Georgiopoulos to remain as Chairman of the company and to step down as President and CEO with John Tavlarios becoming President of General Maritime.
As Chairman, Mr. Georgiopoulos will continue to focus on strategy and transactional operations of the company. The company expects to achieve substantial cash cost savings for salary and support expenses in connection with this transition, and to make a payment to Mr. Georgiopoulos in connection with the termination of his employment agreement and as a bonus for 2008. Further details regarding these matters can be found in a Current Report on Form 8-K to be filed by General Maritime today.
UBS Investment Bank acted as financial advisor and Kramer Levin Naftalis & Frankel LLP acted as legal advisor to General Maritime. Jefferies & Company acted as financial advisor and Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor to Arlington Tankers.