Saltchuk Resources, Inc. and Overseas Shipholding Group, Inc. Announce Expiration of Hart-Scott-Rodino Waiting Period for Tender Offer

Rhea-AI Summary

Saltchuk Resources and Overseas Shipholding Group (OSG) announced the expiration of the Hart-Scott-Rodino (HSR) waiting period for Saltchuk's tender offer for OSG's Class A common stock at $8.50 per share. This expiration satisfies one major condition for the offer. However, other conditions, like the minimum tender of shares, still need to be met. The expiration of the offer is set for July 9, 2024, unless extended. Stockholders are being informed on how to tender their shares. The complete terms can be found in documents filed with the SEC, available on OSG's site and the SEC's website.

Positive

• The expiration of the HSR Act waiting period, a significant milestone for the tender offer.
• Offer price of $8.50 per share represents a premium for OSG stockholders.

Negative

• Remaining conditions such as the minimum tender of shares could still impact the consummation of the offer.

Insights

Legal Expert

The expiration of the Hart-Scott-Rodino (HSR) waiting period is a significant milestone in the regulatory approval process for mergers and acquisitions. The HSR Act requires companies to file detailed information about large transactions with the Federal Trade Commission (FTC) and the Department of Justice (DOJ) to ensure they do not harm competition in the market. The waiting period allows these agencies time to review the deal and decide whether to take action to block or modify it.

The fact that the waiting period has expired without intervention indicates that the FTC and DOJ do not see any antitrust issues with Saltchuk’s tender offer for Overseas Shipholding Group (OSG). This reduces regulatory risk and brings the deal closer to completion. However, stakeholders should note that other conditions still need to be met, including the tender of a majority of OSG's outstanding shares.

For OSG shareholders, this development suggests a smoother path forward. If the tender offer is successful, shareholders will receive $8.50 per share, which should be compared to the stock's current market price to evaluate the attractiveness of the offer. Additionally, they should consider the implications of potential changes in company strategy and management post-acquisition.

Financial Analyst

The expiration of the HSR waiting period is a positive sign for Saltchuk and OSG shareholders as it removes a major regulatory hurdle. From a financial perspective, this tender offer values OSG at $8.50 per share. Investors should analyze this offer in the context of OSG’s recent financial performance, market position and growth prospects.

A tender offer often reflects a premium over the prevailing market price; therefore, shareholders should evaluate the premium against OSG’s previous trading range. For example, if OSG's stock had been trading significantly below $8.50, this offer represents an immediate return. Conversely, if it has been trading around or above this level, the premium may be less attractive.

Furthermore, investors should consider the strategic fit of OSG within Saltchuk’s portfolio. Saltchuk’s interest in OSG could signal confidence in the maritime transportation industry and potential synergies. However, there are also risks involved with integration and execution, which could affect the financial outcome post-acquisition.

Market Research Analyst

This announcement is notable in the context of the maritime transportation industry. The successful expiration of the HSR waiting period suggests regulatory confidence in maintaining competitive market conditions. For Saltchuk, acquiring OSG extends its reach into maritime transportation, potentially enhancing its service offerings and market share.

Market trends indicate growing demand for maritime transportation driven by global trade and oil transportation needs. However, industry challenges such as fluctuating oil prices, regulatory changes and economic cycles can impact profitability. Investors should consider how well-positioned Saltchuk and OSG are to navigate these challenges together versus independently.

Moreover, the strategic move by Saltchuk to make this acquisition could also influence competitors, potentially triggering further consolidations or strategic alliances within the industry. This could reshape the competitive landscape, impacting how companies vie for market share and operational efficiency.

SEATTLE & TAMPA, Fla.--(BUSINESS WIRE)-- Saltchuk Resources, Inc. (“Saltchuk”) and Overseas Shipholding Group, Inc. (NYSE:OSG) (“OSG”) today announced the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to the previously announced cash tender offer by a wholly-owned subsidiary of Saltchuk for all issued and outstanding shares of Class A common stock of OSG at a price of $8.50 per share (the “Offer”). The expiration of the waiting period occurred at 11:59 p.m. on June 25, 2024.

The expiration of the HSR Act waiting period satisfies one of the conditions to the consummation of the Offer. Other customary conditions still remain to be satisfied, including, among others, a minimum tender of shares of Class A common stock of OSG representing at least one share more than a majority of the total number of outstanding shares of Class A common stock of OSG. Unless the Offer is extended, the Offer and withdrawal rights will expire at one minute after 11:59 p.m., Eastern Time, on July 9, 2024.

Instructions to tender Shares are being communicated to stockholders through Georgeson LLC, the information agent for the Offer, or the institution or brokerage that holds the shares on the stockholder’s behalf.

Additional Information

This announcement and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of OSG. Complete terms and conditions of the Offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials filed by Saltchuk and Seahawk MergeCo., Inc. with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2024. In addition, on June 10, 2024, OSG filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the Offer. These documents contain important information about the Offer and stockholders of OSG are urged to read them carefully and in their entirety. Copies of these documents and other documents filed by Saltchuk Resources, Purchaser and OSG are available for free on OSG’s website at OSG.com/Investors/SEC filings and on the website maintained by the SEC at www.sec.gov. In addition, a free copy of these documents may also be obtained from the information agent, Georgeson LLC, 1290 Avenue of the Americas, 9^th Floor, New York, NY 10104, by calling toll free (866) 643-6206. Computershare Inc. and Computershare Trust Company, N.A. are acting as joint depositary and paying agent for the Offer.

About Saltchuk Resources, Inc.

Saltchuk is a privately owned family of diversified freight transportation, marine service, and energy distribution companies, with consolidated annual revenue of approximately $5 billion and 7,500 employees. We believe in – and champion – the inherent value of our companies’ individual brands. The Corporate Home provides leadership and resources to our companies but not direct management of their operations. Saltchuk is a values-driven organization. We put safety first. We are reliable – we take care of our customers and conduct business with honesty and integrity. We are committed to each other, to protecting our environment, and to contributing to our communities in a work environment where anyone would be proud for their children to work. Additional information about Saltchuk, which is headquartered in Seattle, is available at www.saltchuk.com.

About Overseas Shipholding Group, Inc.

Overseas Shipholding Group, Inc. is a publicly traded company providing liquid bulk transportation services for crude oil and petroleum products in the U.S. Flag markets. OSG’s U.S. Flag fleet consists of Suezmax crude oil tankers, conventional and lightering ATBs, shuttle and conventional MR tankers, and non-Jones Act MR tankers that participate in the U.S. Tanker Security Program.

OSG is committed to setting high standards of excellence for its quality, safety and environmental programs. OSG is recognized as one of the world’s most customer-focused marine transportation companies and is headquartered in Tampa, FL. More information is available at www.osg.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240626578577/en/

Susan Allan

sallan@osg.com

Source: Overseas Shipholding Group, Inc.

FAQ

What did Saltchuk Resources and OSG announce on June 25, 2024?

They announced the expiration of the Hart-Scott-Rodino waiting period for the tender offer by Saltchuk's subsidiary for OSG's Class A common stock.

What is the offer price for OSG's Class A common stock?

The offer price is $8.50 per share.

When does the offer and withdrawal rights expire?

The offer and withdrawal rights will expire at one minute after 11:59 p.m., Eastern Time, on July 9, 2024, unless extended.

What conditions remain to be fulfilled for the Saltchuk tender offer?

The remaining conditions include a minimum tender of shares of Class A common stock representing at least one share more than a majority of the total number of outstanding shares.

Where can stockholders find complete terms and conditions of the offer?

Stockholders can find the complete terms and conditions in the Offer to Purchase, Letter of Transmittal, and related materials filed with the SEC, available on OSG's website and the SEC's website.