Overseas Shipholding Group, Inc. (OSG) has entered into a definitive merger agreement with Saltchuk Resources, Inc., with Saltchuk acquiring OSG in a transaction valued at $950 million. Under the agreement, Saltchuk will commence a tender offer to acquire all outstanding shares of OSG it does not already own for $8.50 per share in cash, representing a 61% premium to OSG’s 30-day volume-weighted average price on January 26, 2024.
The transaction, unanimously approved by the board of directors of both companies, is not subject to a financing condition and will be funded through a combination of committed debt financing and cash on hand. Following the close of the transaction, OSG will operate as a standalone business unit within Saltchuk, becoming a member of its family of diversified freight transportation, marine service, and energy distribution companies.
OSG's Chairman of the Board, Douglas D. Wheat, stated that the board firmly believes Saltchuk’s increased offer represents compelling value to shareholders not affiliated with Saltchuk. OSG’s President and CEO, Sam Norton, expressed excitement about the acquisition, highlighting the shared values and focus on customers between the two companies.
Mark Tabbutt, Chairman of Saltchuk Resources, emphasized that OSG has a strong cultural fit with Saltchuk and shares its commitment to operational safety, reliability, and environmental stewardship. He expressed the organization's enthusiasm in welcoming over 1,000 members of the OSG team to their family of companies and growing the enterprise through multi-generational investments.
The transaction is expected to close in the next few months after meeting customary closing conditions, including the expiration of the Hart-Scott-Rodino Act waiting period and the tender of shares representing, together with the shares already owned by Saltchuk, at least a majority of OSG’s outstanding shares of class A common stock.
This acquisition marks a significant development for both OSG and Saltchuk, bringing together two leading companies in the energy transportation and distribution sector. As a result of these announcements, the company's shares have moved 22.9% on the market, and are now trading at a price of $8.43. For the full picture, make sure to review Overseas Shipholding's 8-K report.
