Todd Shipyards Corporation (NYSE:TOD) (“Todd”) and Vigor Industrial LLC (“Vigor”) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the previously announced acquisition of Todd by Vigor, expired on January 7, 2011.
On December 30, 2010, Vigor, through its wholly-owned subsidiary, Nautical Miles, Inc. (“Purchaser”), initiated a cash tender offer to purchase all outstanding shares of common stock of Todd for $22.27 per share without interest and less any applicable withholding and transfer taxes. The tender offer is being made pursuant to an offer to purchase and related letter of transmittal, each dated December 30, 2010, and a merger agreement dated December 22, 2010 among Todd, Vigor, and Purchaser. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction and waiver of all conditions, Purchaser will merge with and into Todd, with Todd continuing as the surviving corporation and a wholly-owned subsidiary of Vigor. In certain cases, the parties have agreed to proceed with a one-step merger transaction if the tender offer is not completed.
The expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the tender offer. Currently the tender offer will expire at 12:00 midnight New York City time on January 28, 2011, unless extended in accordance with the merger agreement. The closing of the tender offer remains subject certain conditions described in the tender offer statement on Schedule TO filed with the Securities and Exchange Commission on December 30, 2010.
About Todd Shipyards Corporation
Todd, a Delaware corporation, through its subsidiaries, performs a substantial amount of repair and maintenance work on commercial and federal government vessels and provides new construction and industrial fabrication services for a wide variety of customers. Its customers include the U.S. Navy, the U.S. Coast Guard, the Washington State Ferry system, NOAA, the Alaska Marine Highway System, and various other commercial and governmental customers. Todd has operated a shipyard in Seattle, Washington since 1916 and also operates a shipyard and facilities in Everett and Bremerton, Washington.