Todd Shipyards Corporation (NYSE: TOD), which has signed a merger agreement with a subsidiary of Vigor Industrial LLC, today said it had not exercised an option to extend the "go shop" period during which it was permitted to solicit acquisition proposals from alternative purchasers.
On December 30, 2010, Vigor Industrial LLC, through its wholly-owned subsidiary, Nautical Miles, Inc., initiated a cash tender offer to purchase all outstanding shares of common stock of Todd for $22.27 per share without interest and less any applicable withholding and transfer taxes. The tender offer is being made pursuant to an offer to purchase and related letter of transmittal, each dated December 30, 2010, and a merger agreement dated December 22, 2010 among Todd, Vigor, and Nautical Miles. Pursuant to agreement, after completion of the tender offer and the satisfaction and waiver of all conditions, Nautical Miles will merge with and into Todd, with Todd continuing as the surviving corporation and a wholly-owned subsidiary of Vigor. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.
Under the terms of the Merger Agreement, Todd was permitted to extend the Go Shop Period by up to 14 calendar days by providing written notice to Vigor of such extension not later than January 24, 2011. Todd has no further opportunities to extend the length of the Go Shop Period, which will expire at 11:59 p.m. New York City time on January 28, 2011.
January 25, 2011