ANNOUNCEMENT NO. 8 - 2007
17 April 2007
Agreement on the acquisition of the shipping company OMI Corporation
A/S Dampskibsselskabet TORM (TORM) has in cooperation with the shipping company
Teekay Shipping Corporation(Teekay) today signed an agreement with the shipping
com-pany OMI Corporation (OMI), located in Stamford, Connecticut, and listed on
the New York Stock Exchange (web site: www.omicorp.com) to acquire the entire
share capital of OMI. The agreement was unanimously approved and recommended by
OMI's Board of Directors.
The agreement with OMI was made with a company established for this purpose and
with a 50-50% ownership between Teekay and TORM.
The price per share is agreed to USD 29.25 corresponding to a total purchase
price of USD 1.8 billion excluding net interest-bearing debt estimated at USD
400 million end 2006.
The company's fleet consists of 47 modern vessels - of which 13 are Suezmax
crude oil tankers, 15 MR product tankers, 17 Handysize product tankers incl. 2
newbuildings and 2 LR1 vessels.
When the company is taken over by Teekay/TORM during the coming months, it has
been agreed that the Suezmax vessels as well as 8 product tankers will be taken
over by Teekay, whereas the remaining 26 product tanker will be taken over by
TORM. The agreement is subject to the acceptance from OMI shareholders
representing over 50 percent of OMI's outstanding shares, usual reservations
and approval by the authorities.
In addition to giving TORM a very modern and uniformed product tanker fleet,
the acquisi-tion will ensure TORM's presence in the American market.
Furthermore, OMI has a technical organization in India, which still will be at
TORM's disposal and thereby ensure the neces-sary continuity for the acquired
fleet most of which is chartered out to oil companies on time charter for an
average duration of 2 years.
Teekay and TORM will in close cooperation ensure that the acquisition of the
company takes place in the best possible way in the interest of the employees
and the continued operation of the OMI fleet.
The offer to OMI's shareholders is expected to be circulated on or before 27
April 2007.
TORM's expected pre-tax result for 2007 of USD 780-800 million is not expected
to be af-fected by the acquisition of OMI. However, transaction and
restructuring costs are not in-cluded.
Contact Klaus Kjærulff, CEO, tel.: +45 39 17 92 00, mobile: +45 40 10 81 11.
N. E. Nielsen, Chairman, tel.: +45 72 27 00 00, mobile: +45 25 26 33 43.
This document is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell shares of OMI Corporation.
Aktieselskabet Dampskibsselskabet TORM, Teekay Shipping Corporation and Omaha,
Inc. intend to file an offer to purchase and related materials with the
Securities and Exchange Commission (the “SEC”) in connection with the offer to
purchase shares of common stock of OMI Corporation. Once filed, all
stockholders of OMI Corporation are strongly advised to read these materials,
and the re-lated solicitation/recommendation statement that will be filed by
OMI Corporation with the SEC, before any decision is made with respect to the
offer, because these documents will contain important information relating to
the offer. These documents will be available at no charge on the SEC's website
at www.sec.gov and may be obtained for free from the infor-mation agent named
in the offer materials.
About TORM
TORM is one of the World's leading carriers of refined oil products and has
significant activi-ties in the bulk market. The Company operates more than 100
modern and secure vessels, most of them in pool co-operation with other
respected shipping companies, sharing TORM's commitment to safety,
environmental responsibility and customer service.
TORM was founded in 1889. The Company conducts business all over the World and
is headquartered in Copenhagen, Denmark. TORM's shares are listed in Copenhagen
(ticker TORM) as well as on NASDAQ (ticker TRMD). For more information, visit
www.torm.com.
SAFE HARBOUR STATEMENT - FORWARD LOOKING STATEMENTS
Matters discussed in this release may constitute forward-looking statements.
Forward-looking statements reflect our current views with respect to future
events and financial performance and may include statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements, which are other than statements of historical
facts.
The forward-looking statements in this release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although TORM believes that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict
and are beyond our control, TORM cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
Important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies and currencies, changes in charter hire rates and
vessel values, changes in demand for “tonne miles” of crude oil carried by oil
tankers, the effect of changes in OPEC's petroleum production levels and
worldwide oil consumption and storage, changes in demand that may affect
attitudes of time charterers to scheduled and unscheduled dry-docking, changes
in TORM's operating expenses, including bunker prices, dry-docking and
insurance costs, changes in governmental rules and regulations including
requirements for double hull tankers or actions taken by regulatory
authorities, potential liability from pending or fu
ture litigation, domestic and international political conditions, potential
disruption of shipping routes due to accidents and political events or acts by
terrorists.
Risks and uncertainties are further described in reports filed by TORM with the
US Securities and Exchange Commission, including the TORM Annual Report on Form
20-F and its reports on Form 6-K.
