Todd Shipyards Corporation (NYSE:TOD) and Vigor Industrial LLC have entered into a definitive agreement under which Vigor will acquire the stock of Todd for $22.27 per share, or approximately $130 million. The transaction is structured as an all-cash tender offer.
Vigor Industrial LLC, an Oregon limited liability company, is the parent of a number of ship repair operations, including Vigor Marine LLC and Cascade General, located at the Portland Shipyard in Portland, Oregon, Washington Marine Repair, located at Port Angeles, Washington, and Vigor Marine Tacoma, located in the Port of Tacoma, Washington. The company also performs ship repair work at locations in San Diego, California, Everett, Washington, and Bremerton, Washington.
US Barge LLC, a wholly owned Vigor Industrial subsidiary, constructs barges at the Portland Shipyard.
Under the terms of the agreement, which has been unanimously approved by Todd's board of directors, Vigor will offer to purchase all outstanding shares of Todd's common stock for $22.27 in cash per share. This is a premium of 31 percent over the average closing price of Todd's common stock during the three-month period ended December 21, 2010. The price of Todd's stock has climbed steadily during the year from a low of $13.98 to its recent 52 week high closing price of $21.00. The tender offer is scheduled to commence no later than December 30, 2010, and will expire on January 28, 2011, unless extended. The transaction is expected to close in the first quarter of 2011.
"We are pleased about the addition of Todd to the Vigor family," said Frank Foti, the President of Vigor. "Todd is Puget Sound's leading shipyard and the combination of Vigor and Todd will create the largest and most capable marine services company in the Pacific Northwest. This transaction will be good for the customers and employees of both companies and will broaden our capabilities. The combination of resources and capabilities will allow the combined companies to expand both the scope and capacity of their ship repair and new construction business."
Todd President and CEO Stephen G. Welch said: "This transaction is a testament to the excellent work Todd has done to revitalize our business. Not only is this transaction good for our stockholders, but it's good for the shipyard and our employees. We believe that the addition of Todd's products to Vigor will help create a stronger, more diversified company with long-term advantages for both companies' customers and employees."
According to the announcement, Todd's management will remain intact and all contracts will remain in place. Todd's directors and officers and certain other stockholders who own an aggregate of approximately 15.3 percent of Todd's outstanding stock have agreed to tender their shares in the tender offer and to vote their shares in favor of a merger if a vote is required by law.
Vigor has obtained financing commitments to purchase all outstanding shares and refinance existing indebtedness. Under the terms of the agreement, the transaction is conditioned upon, among other things, satisfaction of the minimum tender condition of approximately 67 percent of Todd's common shares, the expiration of all applicable waiting periods under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval.
Under the terms of the agreement, Todd may solicit superior proposals from third parties through January 28, 2011, subject to extension at Todd's option as provided in the agreement. It is not anticipated that any developments will be disclosed with regard to this process unless Todd's board makes a decision with respect to a potential superior proposal. There is no guaranty that this process will result in a superior proposal.
K&L Gates LLP is acting as legal advisor to Vigor. Greensfelder, Hemker & Gale, P.C. is acting as Todd's legal advisor. Houlihan Lokey Financial Advisors, Inc. acted as financial advisor to Todd's Transaction Committee.