FOR IMMEDIATE RELEASE
AMERICAN INDUSTRIAL PARTNERS ANNOUNCES EXTENSION OF SEACOR HOLDINGS INC. TENDER OFFER
New York, NY, March 29, 2021. American Industrial Partners and its affiliate Safari Merger Subsidiary, Inc. (Purchaser) announced that Purchasers tender offer for shares of SEACOR Holdings Inc. (NYSE: CKH) (SEACOR) has achieved 59.05% of the outstanding shares tendered, and Purchaser has extended the expiration date until 5:00 p.m. Eastern Time on Wednesday, March 31, 2021. The Merger Agreement requires that a minimum of 66 2/3% of the outstanding shares be tendered.
Purchaser is ready to close the transaction and, assuming that 66 2/3% of outstanding shares are tendered, expects that closing and payment for the shares will occur promptly after the new expiration. The End Date in the Merger Agreement is April 5, 2021, after which either party may terminate the agreement.
The 59.05% of the outstanding shares tendered is an increase from the 54.5% tendered the prior week. Jason Perri, a Partner at American Industrial Partners, commented We have achieved nearly 60% of the outstanding shares tendered, and we continue to have good momentum. We appreciated the reaffirmation last week by SEACORs board of its support for the transaction and their recommendation that stockholders tender their shares. The transaction has already been supported by a healthy majority of the stockholders. Given the premium our price represents, we hope that those who have failed so far to tender will re-assess our offer.
American Stock Transfer & Trust Company, LLC, the depository for the tender offer, has indicated that, as of the prior expiration time, a total of approximately 12,347,688 shares, representing approximately 59.05% of the outstanding shares, had been validly tendered. The amount tendered includes approximately 641,901 shares delivered pursuant to guaranteed delivery procedures.
Shares tendered by guaranteed delivery do not count toward achieving the 66 2/3% minimum tender condition. Shareholders who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension of the tender offer.
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.
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About American Industrial Partners
American Industrial Partners is an operationally oriented private equity firm that makes control investments in industrial businesses serving domestic and global markets. The firm has deep roots in the industrial economy and has been active in private equity investing since 1989. To date, American Industrial Partners has completed over 100 transactions and currently has more than $7 billion of assets under management on behalf of leading pension, endowment and financial institutions. For more information on American Industrial Partners, visit www.americanindustrial.com.
Additional Information and Where to Find It
The tender offer described in this communication commenced on December 18, 2020. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of SEACOR. On December 18, 2020, the bidders filed with the United States Securities and Exchange Commission (the SEC) a Tender Offer Statement on Schedule TO, and SEACOR filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. SEACORS STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Tender Offer Statement and the Solicitation/Recommendation Statement are available for free at the SECs web site at www.sec.gov. Additional copies may be obtained for free by contacting SEACOR. Free copies of these materials and certain other offering documents will be made available by SEACOR upon request by mail to SEACOR Holdings Inc., 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, FL 33316, attention: Investor Relations, or by phone at 1-954-523-2200, or by directing requests for such materials to the information agent for the offer named in the Tender Offer Statement. Copies of the documents filed with the SEC by SEACOR will be available free of charge under the Investors section of SEACORs internet website at seacorholdings.com. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, SEACOR files annual, quarterly and current reports, proxy statements and other information with the SEC. SEACORs filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.
Information Agent Contact
D.F. King & Co., Inc.
212-269-5732 / 917-294-9326
Innisfree M&A Incorporated
Scott Winter / Jonathan Salzberger
Stephen Pettibone / Mike DeGraff
Sard Verbinnen & Co.