TODD SHIPYARDS CORPORATION (NYSE: TOD) (“Todd”) and VIGOR INDUSTRIAL LLC (“Vigor”) today announced that Vigor’s wholly owned subsidiary, Nautical Miles, Inc. (“Purchaser”), has extended the expiration date for its tender offer for all of the outstanding shares of common stock of Todd at a price of $22.27 per share net to the holder in cash, without interest and less any required withholding and transfer taxes, until 12:00 midnight, New York City time, on Friday, February 4, 2011. The offer had been previously scheduled to expire at midnight, New York City time, on January 28, 2011. The tender offer was initiated 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 (the “Merger Agreement”).
The offer is being extended because certain conditions of the tender offer were not satisfied or waived prior to the initial expiration of the tender offer, including without limitation the requirement that there be tendered not less than approximately 67% of the issued and outstanding shares of Todd’s common stock.
American Stock Transfer & Trust Company, LLC, the depositary for the offer, has indicated that, as of the initial January 28
expiration date, approximately 2,934,298 shares of common stock of Todd had been validly tendered and not withdrawn pursuant to the offer, representing approximately 50.7% of the outstanding shares.
Todd and Vigor also announced on January 31, 2011 that they have agreed to waive the requirement in the Merger Agreement that Purchaser extend the expiration of the offer through February 11, 2011 such that Purchaser will not be obligated to extend the offer beyond February 4, 2011.
To the extent the conditions to the offer, including the satisfaction of the minimum tender condition of approximately 67% of the outstanding shares of Todd’s common stock, are not satisfied by midnight on February 4, 2011, the parties expect to proceed to hold a meeting of Todd’s stockholders to approve a one-step merger transaction as provided in the Merger Agreement and described in the offer to purchase. Approval of the one-step merger requires the affirmative vote of holders of a majority of the outstanding shares of Todd’s common stock.