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 11, 2011. The offer had been previously scheduled to expire at midnight, New York City time, on February 4, 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”).
American Stock Transfer & Trust Company, LLC, the depositary for the offer, has indicated that, as of the February 4th expiration date, approximately 4,478,363 shares of common stock of Todd had been validly tendered and not withdrawn pursuant to the offer, representing approximately 77% of the outstanding shares. The Merger Agreement requires the tender of approximately 67% of the outstanding shares as a condition to the closing of the offer.
Vigor also announced that as of February 4
the conditions set forth in its financing commitments had been satisfied, including the execution of definitive loan agreements with its senior and mezzanine debt lenders on terms consistent with the respective commitments and the deposit by Mr. Foti of $2 million in escrow to be used to purchase senior subordinated notes, except for those customary conditions which by their nature can only be satisfied simultaneously with the closing. Accordingly, pursuant to Rule 14d-4(d) under the Securities Exchange Act of 1934, the offer must be extended for an additional five business days, during which time Todd and Vigor will prepare for the acceptance of and payment for the shares tendered in the offer, exercise of the “top-up” option and completion of the subsequent short-form merger as contemplated by the Merger Agreement. Subject to the satisfaction as of the extended expiration date of the conditions described in the offer to purchase and letter of transmittal, Todd and Vigor anticipate that the closing of the tender offer, top-up option and short-form merger will occur on or before February 16, 2011.
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.