November 7, 2008
Liberty Shipping files suit against International Shpholding
Liberty Shipping Group LLC today announced that it has filed a complaint against International Shipholding Corporation (NYSE: ISH) and its directors in the Court of Chancery of the State of Delaware. In light of what it terms "International Shipholding's continuing pattern of delay and obstruction," Liberty is asking the Court to compel the defendants to fulfill their fiduciary duties to all International Shipholding stockholders. Liberty also filed a second complaint in the federal District Court for the Southern District of New York against International Shipholding and certain executives and directors of the company alleging defendants' failure to comply with a number of federal securities laws.
On September 2, 2008, Liberty announced a proposal to acquire all of the outstanding shares of International Shipholding common stock for $25.75 per share in cash, representing a total enterprise value of approximately $308 million and a 27% premium over the company common stock's closing price of $20.25 per share on August 29, 2008, the last trading day prior to public disclosure of Liberty's proposal.
In connection with the filing of the lawsuits, Liberty stated, "Since we made our proposal to International Shipholding more than two months ago, we have tried repeatedly to engage in discussions with the company and its advisors. As evidence of our good faith efforts to begin a constructive dialogue, we provided International Shipholding, at their request, with financial information about Liberty. In contrast, to date, International Shipholding has refused to provide us with any information about the company.
"While we would prefer to work cooperatively with the special committee of the Board to negotiate a transaction, we are studying our options and reserve the right to take our proposal directly to the International Shipholding stockholders and nominate a new slate of directors that is prepared to represent the interests of all stockholders."