SEACOR Holdings Inc. and American Industrial Partners and its affiliate Safari Merger Subsidiary, Inc. (“Purchaser”) announced that Purchaser is removing the ability to tender by guaranteed delivery into Purchaser’s outstanding tender offer at $41.50 per share. SEACOR and Purchaser also announced that 70.2% of outstanding shares have been tendered into the offer, including 7.6% by guaranteed delivery, and that the offer has been extended to 5:00 p.m. EDT on Wednesday, April 14, 2021 to permit the shares tendered by guaranteed delivery to be actually delivered physically or by book-entry. In accordance with Delaware law, the transaction’s minimum tender condition requires that shares tendered by physical or book-entry delivery represent 66 2/3% of outstanding shares. SEACOR and the Purchaser have also agreed to extend the End Date under the Merger Agreement to Friday, April 16, 2021.
The extension of the offer to April 14, and the End Date to April 16, and the removal of the ability to tender by guaranteed delivery, were taken by Purchaser in coordination with the SEACOR board specifically to allow shares previously tendered by guaranteed delivery to be delivered physically or by book-entry, so that the minimum tender condition is met, and to avoid possible confusion in the market place caused by shares being tendered that don’t qualify for meeting the minimum tender condition. In connection with these actions, Purchaser has agreed to pay SEACOR an extension fee of $1,250,000 per day that the offer is extended.
American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of 5:00 p.m. on April 9, 2021, a total of 14,428,458 shares, representing 70.2% of the outstanding shares, had been validly tendered. Of these shares, 12,857,350 shares, representing 62.6% of the outstanding shares, were tendered physically or by book-entry, and 1,571,108 shares, representing 7.6% of the outstanding shares, were tendered pursuant to guaranteed delivery procedures.
Shareholders who have already tendered their shares by physical or book-entry delivery should not re-tender their shares or take any other action as a result of the extension of the tender offer. Stockholders who have tendered by guaranteed delivery should fulfill their guarantee obligations as soon as possible by delivering their shares physically or by book-entry. Shareholders should be aware that shares traded with T+2 settlement can now not be tendered until two trading days after the trade and the success of the offer is dependent on sufficient shares being tendered physically or by book-entry.
Purchaser is ready to close the transaction and, when 66 2/3% of outstanding shares are delivered physically or by book-entry, closing and payment for the shares will occur promptly within three business days.
The tender offer is being made pursuant to the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) in the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “Tender Offer Statement”) filed by Purchaser and its affiliates with the United States Securities and Exchange Commission on December 18, 2020, as amended.
