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Leading Proxy Advisor Recommends Shareholders Vote for General Maritime and Arlington Tankers Merger
NEW YORK, and HAMILTON, Bermuda, Dec. 3 /PRNewswire-FirstCall/ -- GeneralMaritime Corporation (General Maritime) (NYSE: GMR) and Arlington Tankers Ltd.(Arlington) (NYSE: ATB) today jointly announced that RiskMetrics Group(formerly Institutional Shareholder Services or ISS), a leading independentU.S. proxy advisory firm, has recommended that shareholders of both companiesvote "FOR" the proposed stock-for-stock combination at the special meetings ofthe shareholders of the two companies scheduled for December 16, 2008.
In its reports recommending for the stock-for-stock combination betweenGeneral Maritime and Arlington, RiskMetrics concluded, "Based on the analysisin valuation, rationale, and corporate governance, shareholders are advised tovote for this merger."
RiskMetrics also commented, "the overall effect of the merger has thepotential to improve shareholder value" and identified the following strategicand financial rationales for the stock-for-stock combination:
-- The combined company will have an increased fleet and market presence.
-- The combined company will have a stronger financial profile than eitherOld General Maritime or Arlington has on a stand-alone basis. This will allowthe company to retain cash to invest in growth, while at the same timeaddressing the debt associated with the combined company's leverage.
-- Because the share exchange was based on the respective net asset valuesof the company, the price can be supported by underlying assets.
-- Arlington shareholders will benefit from the combined company's annualcash dividend target of $2.00 per share, which compares favorably withArlington's expected dividends per share for 2009 and onward.
-- The potential to produce a cost savings of approximately $7.5 millionin cash in the first full year.
-- The combined company's improved financial flexibility to invest ingrowth and its contemplated cash dividend target of $2.00 per share annually.
General Maritime and Arlington encourage all shareholders to vote theirshares promptly by phone, Internet, or by mailing their proxy card. GeneralMaritime shareholders can contact D.F. King & Co., Inc. at (800) 659-5550 ifthey have any questions or need any assistance in voting their shares.Accordingly, Arlington shareholders can contact MacKenzie Partners at (800)322-2885 if they have any questions or need any assistance in voting theirshares.
Important Additional Information has been Filed with the SEC
In connection with the proposed transaction, Galileo Holding Corporationhas filed a Registration Statement on Form S-4 (as well as amendments thereto)with the SEC. Such registration statement, which has been declared effectiveby the SEC, includes a definitive Joint Proxy Statement/Prospectus of GeneralMaritime and Arlington. Investors and security holders are urged to read theJoint Proxy Statement/Prospectus regarding the proposed transaction carefullybecause it contains important information about General Maritime, Arlington,the proposed transaction and related matters. You may obtain a free copy ofthe Joint Proxy Statement/Prospectus and other related documents filed byGeneral Maritime, Arlington and Galileo Holding with the SEC at the SEC'swebsite at www.sec.gov. These documents may also be obtained for free byaccessing General Maritime's website at www.generalmaritimecorp.com or byaccessing Arlington's website at www.arlingtontankers.com.
About General Maritime Corporation
General Maritime Corporation is a provider of international seaborne crudeoil transportation services principally within the Atlantic basin whichincludes ports in the Caribbean, South and Central America, the United States,West Africa, the Mediterranean, Europe and the North Sea. General Maritimealso currently operates tankers in other regions including the Black Sea andFar East. After delivery of a recently acquired Aframax vessel which isexpected to occur in December 2008, General Maritime will own a fleet of 23tankers -- twelve Aframax, and eleven Suezmax tankers with a total carryingcapacity of approximately 2.9 million dwt.
About Arlington Tankers Ltd.
Arlington Tankers Ltd. is an international, seaborne transporter of crudeoil and petroleum products. Arlington's fleet consists exclusively of eight,modern double-hulled vessels and is one of the youngest tanker fleets in theworld, with an average vessel age of approximately 5.0 years. The fleetconsists of two V-MAX tankers, which are specially designed very large crudecarriers, two Panamax tankers and four Product tankers. All of Arlington'svessels are employed on long-term time charters. Arlington was incorporated inBermuda in September 2004. Arlington completed its initial public offering onthe New York Stock Exchange on November 10, 2004.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Actof 1995
This press release contains forward-looking statements made pursuant tothe safe harbor provisions of the Private Securities Litigation Reform Act of1995. These forward-looking statements are based on management's currentexpectations and observations. Included among the important factors that, inGeneral Maritime's and Arlington's view, could cause actual results to differmaterially from the forward looking statements contained in this press releaseare the following: the ability to obtain the approval of the transaction byGeneral Maritime's and Arlington's shareholders; the ability to realize theexpected benefits to the degree, in the amounts or in the timeframeanticipated; the ability to integrate Arlington's businesses with those ofGeneral Maritime in a timely and cost-efficient manner; changes in demand; amaterial decline in rates in the tanker market; changes in production of ordemand for oil and petroleum products, generally or in particular regions;greater than anticipated levels of tanker newbuilding orders or lower thananticipated rates of tanker scrapping; changes in rules and regulationsapplicable to the tanker industry, including, without limitation, legislationadopted by international organizations such as the International MaritimeOrganization and the European Union or by individual countries; actions takenby regulatory authorities; changes in trading patterns significantly impactingoverall tanker tonnage requirements; changes in the typical seasonalvariations in tanker charter rates; changes in the cost of other modes of oiltransportation; changes in oil transportation technology; increases in costsincluding without limitation: crew wages, insurance, provisions, repairs andmaintenance; changes in general domestic and international politicalconditions; changes in the condition of General Maritime's or Arlington'svessels or applicable maintenance or regulatory standards (which may affect,among other things, the company's anticipated drydocking or maintenance andrepair costs); changes in the itineraries of General Maritime's or Arlington'svessels; the fulfillment of the closing conditions under, or the execution ofcustomary additional documentation for, General Maritime's agreements toacquire vessels and other factors listed from time to time in GeneralMaritime's or Arlington's filings with the SEC, including, without limitation,their respective Annual Reports on Form 10-K for the year ended December 31,2007 and their respective subsequent reports on Form 10-Q and Form 8-K. Theability of General Maritime, Arlington, or the combined company to paydividends in any period will depend upon factors including applicableprovisions of law and the final determination by the Board of Directors eachquarter after its review of the combined company's financial performance. Thetiming and amount of dividends, if any, could also be affected by factorsaffecting cash flows, results of operations, required capital expenditures, orreserves. As a result, the amount of dividends actually paid may vary from theamounts currently estimated. General Maritime and Arlington disclaim anyintention or obligation to update any forward-looking statements as a resultof developments occurring after the date of this document.
SOURCE General Maritime Corporation; Arlington Tankers Ltd.
RiskMetrics also commented, "the overall effect of the merger has thepotential to improve shareholder value" and identified the following strategicand financial rationales for the stock-for-stock combination:
-- The combined company will have an increased fleet and market presence.
-- The combined company will have a stronger financial profile than eitherOld General Maritime or Arlington has on a stand-alone basis. This will allowthe company to retain cash to invest in growth, while at the same timeaddressing the debt associated with the combined company's leverage.
-- Because the share exchange was based on the respective net asset valuesof the company, the price can be supported by underlying assets.
-- Arlington shareholders will benefit from the combined company's annualcash dividend target of $2.00 per share, which compares favorably withArlington's expected dividends per share for 2009 and onward.
-- The potential to produce a cost savings of approximately $7.5 millionin cash in the first full year.
-- The combined company's improved financial flexibility to invest ingrowth and its contemplated cash dividend target of $2.00 per share annually.
General Maritime and Arlington encourage all shareholders to vote theirshares promptly by phone, Internet, or by mailing their proxy card. GeneralMaritime shareholders can contact D.F. King & Co., Inc. at (800) 659-5550 ifthey have any questions or need any assistance in voting their shares.Accordingly, Arlington shareholders can contact MacKenzie Partners at (800)322-2885 if they have any questions or need any assistance in voting theirshares.
Important Additional Information has been Filed with the SEC
In connection with the proposed transaction, Galileo Holding Corporationhas filed a Registration Statement on Form S-4 (as well as amendments thereto)with the SEC. Such registration statement, which has been declared effectiveby the SEC, includes a definitive Joint Proxy Statement/Prospectus of GeneralMaritime and Arlington. Investors and security holders are urged to read theJoint Proxy Statement/Prospectus regarding the proposed transaction carefullybecause it contains important information about General Maritime, Arlington,the proposed transaction and related matters. You may obtain a free copy ofthe Joint Proxy Statement/Prospectus and other related documents filed byGeneral Maritime, Arlington and Galileo Holding with the SEC at the SEC'swebsite at www.sec.gov. These documents may also be obtained for free byaccessing General Maritime's website at www.generalmaritimecorp.com or byaccessing Arlington's website at www.arlingtontankers.com.
About General Maritime Corporation
General Maritime Corporation is a provider of international seaborne crudeoil transportation services principally within the Atlantic basin whichincludes ports in the Caribbean, South and Central America, the United States,West Africa, the Mediterranean, Europe and the North Sea. General Maritimealso currently operates tankers in other regions including the Black Sea andFar East. After delivery of a recently acquired Aframax vessel which isexpected to occur in December 2008, General Maritime will own a fleet of 23tankers -- twelve Aframax, and eleven Suezmax tankers with a total carryingcapacity of approximately 2.9 million dwt.
About Arlington Tankers Ltd.
Arlington Tankers Ltd. is an international, seaborne transporter of crudeoil and petroleum products. Arlington's fleet consists exclusively of eight,modern double-hulled vessels and is one of the youngest tanker fleets in theworld, with an average vessel age of approximately 5.0 years. The fleetconsists of two V-MAX tankers, which are specially designed very large crudecarriers, two Panamax tankers and four Product tankers. All of Arlington'svessels are employed on long-term time charters. Arlington was incorporated inBermuda in September 2004. Arlington completed its initial public offering onthe New York Stock Exchange on November 10, 2004.
"Safe Harbor" Statement Under the Private Securities Litigation Reform Actof 1995
This press release contains forward-looking statements made pursuant tothe safe harbor provisions of the Private Securities Litigation Reform Act of1995. These forward-looking statements are based on management's currentexpectations and observations. Included among the important factors that, inGeneral Maritime's and Arlington's view, could cause actual results to differmaterially from the forward looking statements contained in this press releaseare the following: the ability to obtain the approval of the transaction byGeneral Maritime's and Arlington's shareholders; the ability to realize theexpected benefits to the degree, in the amounts or in the timeframeanticipated; the ability to integrate Arlington's businesses with those ofGeneral Maritime in a timely and cost-efficient manner; changes in demand; amaterial decline in rates in the tanker market; changes in production of ordemand for oil and petroleum products, generally or in particular regions;greater than anticipated levels of tanker newbuilding orders or lower thananticipated rates of tanker scrapping; changes in rules and regulationsapplicable to the tanker industry, including, without limitation, legislationadopted by international organizations such as the International MaritimeOrganization and the European Union or by individual countries; actions takenby regulatory authorities; changes in trading patterns significantly impactingoverall tanker tonnage requirements; changes in the typical seasonalvariations in tanker charter rates; changes in the cost of other modes of oiltransportation; changes in oil transportation technology; increases in costsincluding without limitation: crew wages, insurance, provisions, repairs andmaintenance; changes in general domestic and international politicalconditions; changes in the condition of General Maritime's or Arlington'svessels or applicable maintenance or regulatory standards (which may affect,among other things, the company's anticipated drydocking or maintenance andrepair costs); changes in the itineraries of General Maritime's or Arlington'svessels; the fulfillment of the closing conditions under, or the execution ofcustomary additional documentation for, General Maritime's agreements toacquire vessels and other factors listed from time to time in GeneralMaritime's or Arlington's filings with the SEC, including, without limitation,their respective Annual Reports on Form 10-K for the year ended December 31,2007 and their respective subsequent reports on Form 10-Q and Form 8-K. Theability of General Maritime, Arlington, or the combined company to paydividends in any period will depend upon factors including applicableprovisions of law and the final determination by the Board of Directors eachquarter after its review of the combined company's financial performance. Thetiming and amount of dividends, if any, could also be affected by factorsaffecting cash flows, results of operations, required capital expenditures, orreserves. As a result, the amount of dividends actually paid may vary from theamounts currently estimated. General Maritime and Arlington disclaim anyintention or obligation to update any forward-looking statements as a resultof developments occurring after the date of this document.
SOURCE General Maritime Corporation; Arlington Tankers Ltd.
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