OCTOBER 17, 2018 — Offshore services specialists Tidewater Inc. (NYSE: TDW) and GulfMark Offshore, Inc. (NYSE: GLF) today announced the filing of the joint definitive proxy statement and prospectus with the U.S. Securities and Exchange Commission regarding the pending business combination under which Tidewater has agreed to acquire all of GulfMark’s outstanding shares in a stock for stock exchange.
Both companies’ Boards of Directors continue to unanimously recommend that stockholders vote “FOR” the associated proposals to effect the business combination
Under the terms of the all-stock agreement, GulfMark stockholders will receive 1.100 shares of Tidewater common stock for each share of GulfMark common stock held by them. Each GulfMark noteholder warrant will be automatically converted into the right to receive 1.100 Tidewater shares, subject to Jones Act restrictions on maximum ownership of shares by non-U.S. citizens. Collectively, the GulfMark stockholders will beneficially own 27% of the combined company after completion of the combination, or 26% on a fully-diluted basis.
Subject to approval of both the Tidewater and GulfMark stockholders and other customary closing conditions, the parties expect to close the transaction on or about November 15, 2018.