FEBRUARY 27, 2013 — The directors of STX OSV - including CEO and Executive Director Roy Reite - have advised shareholders not to accept the Singapore $1.22 per share mandatory cash offer for the company's remaing shares made by Italian shipbuilding giant Fincantieri, which now owns 50.75 percent of Singapore-listed STX OSV's shares.
STX OSV, a world leader in the construction of offshore support vessels, has approximately 9,200 employees and 10 shipyards around the world, five in Norway, two in Romania, one in Vietnam and two in Brazil. Fincantieri says the acquisition will double its size to make it the fifth largest shipbuilder worldwide.
The STX OSV directors' independent financial adviser, Ernst & Young Corporate Finance Pte. Ltd., advised, in part:
"In summary, based on our analyses set out in this letter and after having considered carefully the information available to us and based on the market, economic, strategic and other relevant conditions prevailing as at the Latest Practicable Date, we are of the view that the Offer Price and the Options Proposal are, on balance, not attractive and there are generally insufficient compelling reasons to recommend the acceptance of the Offer and the Options Proposal. Accordingly, we advise the Independent Directors to recommend that Shareholders REJECT THE OFFER and that Optionholders REJECT THE OPTIONS PROPOSAL.
Accordingly the recommendation of the Independent Directors was:
"The Independent Directors, having considered carefully the terms of the Offer and the advice given by the IFA to the Independent Directors in the IFA Letter, concur with the advice and recommendation of the IFA in respect of the Offer and the Options Proposal and accordingly, recommend that Shareholders reject the Offer and that Optionholders reject the Options Proposal."
The directors who are considered independent for the purpose of making the recommendation to shareholders in respect of the offer are, in fact, all the directors, namely Mr. Kyung Jin Hong, Mr. Roy Reite, Mr. Ho Nam Yi, Mr. Byung Ryoon Woo, Mr. Sung Hyon Sok and Mr. Keen Whye Lee.