Urges Shareholders to Vote for the Board's Nominees On the White Proxy Card
Today
THE WOODLANDS, Texas, May 14, 2009 (GLOBE NEWSWIRE) -- Trico Marine Services,
Inc. (Nasdaq:TRMA) (the "Company" or "Trico") today announced that it filed
with the Securities and Exchange Commission ("SEC") definitive proxy materials
in connection with the Company's 2009 Annual Meeting of Stockholders. Trico
stockholders of record as of the close of business on April 17, 2009 will be
entitled to attend and vote at the June 10, 2009 Annual Meeting.
Trico's Board of Directors unanimously recommends that stockholders vote on the
white proxy card for Trico's nominees -- Joseph S. Compofelice and Ben A. Guill
-- and against the Kistefos proposals, other than the proposal to eliminate the
classification of Trico's Board on which the Board has not made any voting
recommendation. Stockholders are encouraged to vote by telephone, Internet or
by signing, dating and returning the white proxy card today.
Joseph S. Compofelice, Chairman of the Board, and M. W. Scoggins, Trico's Lead
Director, sent the following letter to stockholders:
PROTECT YOUR INVESTMENT IN TRICO
REJECT KISTEFOS'S NOMINATIONS AND PROPOSALS
VOTE THE WHITE PROXY CARD TODAY
May 13, 2009
Dear Fellow Stockholder:
Kistefos AS, a Norwegian investment company owned by Christen Sveaas that holds
approximately 21.7% of Trico's outstanding shares, has initiated a costly and
disruptive proxy contest to elect Mr. Sveaas, its Chairman, and Age Korsvold,
its Chief Executive Officer, to your Board of Directors. Trico's Board has
spent considerable time and energy during the past five months meeting with
this stockholder in an attempt to reach a compromise. Kistefos's refusal to
discuss a compromise and persistence in spite of our efforts -- and in spite of
the fact that they have made no practical recommendations with respect to the
company's strategy or operations -- leads us to question what its agenda is.
Your Board strongly urges all Trico stockholders to REJECT the Kistefos
proposals and discard any proxy materials that you receive from Kistefos.
Your vote at Trico's upcoming June 10, 2009 Annual Meeting of Stockholders is
important no matter how many shares you own. We urge you to vote on the WHITE
proxy card FOR Trico's nominees -- Joseph S. Compofelice and Ben A. Guill --
and AGAINST the Kistefos proposals, other than the proposal to eliminate the
classification of Trico's Board on which the Board has not made any voting
recommendation.
KISTEFOS REJECTED OUR ATTEMPT TO COMPROMISE
Trico is always interested in the views of its stockholders, and in actions
that benefit all stockholders. When we initially heard from Kistefos about its
desire for Board representation, we were open to the opportunity to hear
constructive, well-reasoned views about your company's strategy. We offered
Messrs. Korsvold and Sveaas access to non-public company information (subject
to a confidentiality agreement) so they could engage in a substantive
discussion with senior management and your Board. Messrs. Korsvold and Sveaas
repeatedly declined this opportunity and instead decided to pursue a path that
we fear may advance their interests at the expense of yours.
Reluctantly, but in the spirit of cooperation, your Board suggested to Messrs.
Korsvold and Sveaas that the Board be expanded to eight directors and that Mr.
Sveaas be nominated for the eighth seat at the next Annual Meeting. Your Board
acknowledged some reservations as Mr. Sveaas is an owner of a competing company
and would be required to recuse himself from Board discussions involving
competitively sensitive information.
The Board could not accept Mr. Korsvold as a candidate. According to published
accounts, in October 2000 Mr. Korsvold resigned as CEO of a Norwegian public
company and withdrew as chairman of another Norwegian public company after
regulatory authorities in Norway concluded he had violated trading prohibitions
under the Norwegian Securities Trading Act. Although all charges were later
dismissed, your Board concluded that these events made Mr. Korsvold an
undesirable candidate.
WHY DOES KISTEFOS WANT TWO REPRESENTATIVES ON YOUR BOARD?
During our discussions with Messrs. Korsvold and Sveaas, we continually
questioned the added value of having two representatives from one stockholder
on your Board. When pressed to provide an answer, Messrs. Korsvold and Sveaas
simply repeated their demand: We want two. Your Board of Directors is committed
to representing the interest of all stockholders and believes that two
representatives from one organization may hinder that goal.
While the discussions with Messrs. Korsvold and Sveaas were ongoing, your
Board, with the assistance of its advisors, carefully evaluated and reevaluated
the potential election of two additional non U.S.-citizens designated by one
foreign stockholder to your Board. While apparently recognizing, but continuing
to argue about, the merits of your Board's position on the legality of its
proposals, Kistefos changed its tactics to get Board seats. Not only has
Kistefos rejected Trico's reasonable compromise, it has now submitted a barrage
of stockholder proposals -- nine in total -- to gain two Board seats.
Your Board believes that the interests of all stockholders are better served by
a Board that does not include two representatives of a single stockholder.
REJECT THE DISSIDENT NOMINEES AND THEIR SELF-SERVING
LAUNDRY LIST OF STOCKHOLDER PROPOSALS
When it embarked on this campaign, Kistefos set forth proposals that were, in
our view, in clear violation of Trico's charter and the Jones Act. Since that
time, Messrs. Korsvold and Sveaas have revised their proposals twice. At one
point they publicly proposed that Trico have a Board of seven members with a
quorum of seven required to take action, which means that the absence of a
single director could effectively block the remaining directors from conducting
any business due to a lack of quorum. Now, with nine proposals on the table,
Kistefos is hoping that something sticks. While we disagree with all but one of
the Kistefos proposals, here are just a few of the reasons why we recommend
that you REJECT them:
* Expanding the Board is unnecessary and simply creates vacancies that
Kistefos would like to fill with its own candidates. Your seven
current directors, six of whom are independent, are engaged,
proactive and committed to delivering stockholder value. We
recommend that you REJECT Kistefos's proposal to expand the Board.
* Kistefos's proposal to remove Per Staehr, a valued member of Trico's
board, without cause does not benefit the Company. In order for
Kistefos's two representatives to lawfully take seats on your Board
they must first remove Per Staehr. Mr. Staehr, a European executive,
has played a critical role in guiding Trico as a Director since
2005. Mr. Staehr has over 20 years of experience in the marine and
offshore industry, primarily in the North Sea. He served as
President of Maersk Contractors, a division of A.P. Moller --
Maersk, a $24 billion market capitalization global organization with
interests in shipping, shipbuilding, energy, retail and industry
where he was responsible for managing offshore drilling and
contracting operations worldwide. Since 2001, he has served as
Chairman of A2SEA A/S, the leading offshore wind turbine
installation company. Trico's CTC Division has recently completed
several large wind power projects in the North Sea and this is a
growing area for your Company.
Mr. Staehr has a unique blend of hands on operating experience at all levels of
vessel and subsea operations as well as top international executive experience.
He brings extensive relevant experience with respect to Trico's focus in
offshore transport, installation and technical solutions.
Again, in an abundance of caution, we have nominated an independent and highly
qualified director candidate for election should you choose to vote in favor of
removing Mr. Staehr. Our nominee, Douglas E. Swanson brings valuable public
company experience, financial and operational expertise, and a proven ability
to manage through challenging economic times. Mr. Swanson is currently the
Chairman of the Board of Directors of Boots & Coots International Well Control,
Inc., a publicly traded service provider to oil and gas exploration and
development companies. He previously served as president and chief executive
officer of Oil States International, Inc., a publicly traded oilfield services
company which provides products and services to the oil and gas industry
including products for deepwater production facilities and subsea pipelines.
Mr. Swanson is committed to acting in the best interests of all stockholders.
* Kistefos's package of proposals could have the effect of paralyzing
your Board. If some but not all of Kistefos's proposals passed, your
Board could end up with a quorum requirement for acting which equals
or exceeds the number of sitting directors. The effect of this could
be disastrous.
-- If there is a Board of 6 and a quorum requirement of 7, which is
a possible outcome, the Board simply cannot act until another
director takes office. Ask yourself whether Kistefos would insist
that this be a director of its choosing and attempt to use its
influence over the Company to urge support for the election of its
candidates.
-- If there is a Board of 7 and quorum requirement of 7, which is a
possible outcome, the absence of a single director could
effectively block the remaining directors from conducting any
business due to a lack of quorum. Ask yourself whether this is a
rational way to conduct business.
Our proxy statement details what we believe are many shortcomings of Kistefos's
proposals. Kistefos has argued that its proposals represent governance reform
but do not be fooled: these proposals, if adopted in whole or in part, will
simply increase Kistefos's influence over the Company and may hamper your Board
even if you do not elect Kistefos's nominees. Please do not let Kistefos
succeed in its attempts to have its way with the governance of your company.
TRICO'S STRATEGY AND CURRENT TURMOIL IN THE MARKETS
In 2008, your Board of Directors made difficult but necessary strategic
decisions in light of the declining outlook for the offshore supply vessel
business (OSV). Continuing to dedicate Company resources to this business --
characterized by a soft market and excessive capacity -- was and is the wrong
strategy. We chose instead to de-emphasize that business and enter the subsea
service segment (Subsea) with the acquisition of two companies with excellent
reputations for high quality service mostly to national oil companies.
Unfortunately, our timing could not have been worse. The virtual overnight
collapse of both oil prices and the credit market have conspired to severely
depress the value of your Trico stock. In our view, those market-driven events
do not alter the soundness of the strategy to enter the Subsea business, which
even in these difficult times is experiencing positive double digit unit volume
growth.
YOUR BOARD IS COMMITTED TO ENHANCING VALUE FOR ALL
STOCKHOLDERS
Your Board and management are confident that we have the right strategies in
place to create value for all Trico stockholders. We are optimistic about our
growth prospects as an international subsea services provider and we are
encouraged that subsea growth fundamentals remain strong in spite of the
weakened global economic conditions.
Just this week, Trico announced a debt exchange which will have the effect of
strengthening the Company's balance sheet and improving its liquidity position.
Kistefos's objections to this value-creating strategy demonstrate once again
that they are NOT aligned with all Trico stockholders.
Our continued commitment to enhancing stockholder value is reflected in our
prudent preservation of liquidity, our optimization of Subsea service and
vessel utilization with national oil companies and international majors, and
our focus on cost containment in the OSV segment. In the growing part of our
business -- Subsea -- we are our expanding geographic reach to the highest
growth markets. In our declining business -- OSV -- we are contracting by
selling vessels, stacking vessels, closing offices, relocating vessels and
reducing all costs including headcount.
The presence of two representatives of a single stockholder on the Trico Board
would give that stockholder undue influence over corporate policies, business
plans, and key initiatives, as well as Trico's relationships with customers,
suppliers and employees. In contrast, the current Trico Board is comprised of
seasoned business and financial leaders who are actively engaged in building
long-term stockholder value and who possess the expertise, insight and
experience that is vital to the Company as it navigates through the current
economic turbulence.
PROTECT YOUR INVESTMENT IN TRICO
REJECT KISTEFOS'S NOMINATIONS AND PROPOSALS
We are confident Trico stockholders will see Kistefos's actions for what they
are -- a transparent attempt at an opportunistic time to greatly increase its
influence over your Company in order to further its own private business
interests. Your Board of Directors unanimously recommends that stockholders
vote AGAINST Kistefos's proposals, other than the proposal to eliminate the
classification of the Trico Board, as to which the Board has made no voting
recommendation. We urge you to act today to protect your investment -- vote
AGAINST Kistefos's nominees and all proposals (other than the declassification
proposal) by signing, dating and returning the WHITE proxy card, or by using
the instructions on the WHITE proxy card to submit your proxy by telephone or
Internet. Please do not return any proxy cards sent to you by Kistefos, even as
a protest vote, as only your latest dated proxy card will count in this
critical vote.
Thank you.
On behalf of the Board of Directors,
/s/ Joseph S. Compofelice /s/ M. W. Scoggins
Joseph S. Compofelice M. W. Scoggins
Chairman of the Board of Directors Lead Director
If you have questions or need assistance voting your WHITE proxy card please
contact:
MacKenzie
Partners, Inc.
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
About Trico Marine Group
The Trico Marine Group is an integrated provider of subsea, trenching and
marine support vessels and services. Trico's towing and supply division
provides a broad range of marine support services to the oil and gas industry
through use of its diversified fleet of vessels including the transportation of
drilling materials, supplies and crews to drilling rigs and other offshore
facilities; towing drilling rigs and equipment, and support for the
construction, installation, repair and maintenance of offshore facilities.
Trico's subsea services and trenching/installation divisions control a well
equipped fleet of vessels and operate a fleet of modern ROVs and trenching and
other subsea protection equipment. The Trico Marine Group is headquartered in
The Woodlands, Texas and has a global presence with operations in the North
Sea, West Africa, Mexico, Brazil and Southeast Asia as well as the Gulf of
Mexico.
For more information about Trico Marine Services, Inc. visit us on the web at
www.tricomarine.com.
The Trico Marine Services, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5229
Important Information
In connection with the solicitation of proxies, on May 13, 2009, Trico filed
with the Securities and Exchange Commission (the "SEC") and mailed to
stockholders a definitive proxy statement and a WHITE proxy card for its 2009
annual meeting of stockholders. Trico stockholders are strongly advised to read
these documents as they contain important information. Stockholders may obtain
Trico's proxy statement, a form of WHITE proxy card and any amendments or
supplements and other documents for free at the SEC's website at www.sec.gov.
Copies of Trico's proxy materials will also be available for free at Trico's
website at www.tricomarine.com or by directing a request to Trico Marine
Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas
77380, Attn: Corporate Secretary, or calling (713) 780-9926. In addition,
copies may be requested by contacting, MacKenzie Partners, Inc. at (800)
322-2885 toll-free or by email at proxy@mackenziepartners.com. Trico and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from stockholders in connection with its 2009 annual
meeting. Detailed information regarding the names, affiliations and interests
of these persons in the solicitation of proxies is available in Trico's
definitive proxy statement. The contents of the websites referenced above are
not deemed to be incorporated by reference into Trico's definitive proxy
statement.
Forward Looking Language
Certain statements in this letter that are not historical fact may be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements
about the Company's beliefs and expectations and information concerning
possible or assumed future performance or results of operations, and are not
guarantees. Actual events may differ materially from those projected in any
forward-looking statement. There are a number of important factors involving
risks and uncertainties beyond the control of the Company that could cause
actual events to differ materially from those expressed or implied by such
forward-looking statements. A description of risks and uncertainties relating
to Trico Marine Services, Inc. and its industry and other factors, which could
affect the Company's results of operations or financial condition, are included
in the Company's Securities and Exchange Commission filings. Trico undertakes
no obligation to publicly update or revise any forward-looking statements to
reflect events or circumstances that may arise after the date of this report.
CONTACT: Trico Marine Services, Inc.
Investors:
Geoff Jones, VP & Chief Financial Officer
(713) 780-9926
MacKenzie Partners, Inc.
Bob Marese
(212) 929-5500
Joele Frank, Wilkinson Brimmer Katcher
Media:
Jamie Moser
Marin Kaleya
(212) 355-4449
Trico Marine Files Definitive Proxy Materials and Sends Letter to Stockholders
| Source: Trico Marine Services, Inc.