Seaways adopts a poison pill defense

Posted on May 12, 2022

As the Saverys family continues to contest a merger of Euronav into Frontline, billionaire shipping investor John Fredriksen has taken a significant stake in another tanker giant, New York City headquartered International Seaways (NYSE: INSW). A May 4 filing with the SEC by Frediksen-associated Famatatown Finance, showed that following its most recent purchases, it owned 8,166,856 shares in Seaways, valued at $169.3 million.

Commentators are divided on whether Fredriksen is looking for an alternative should his Euronav plans fail, or whether he is trying to engineer the mother of all tanker mergers.

Either way, the International Seaways board doesn’t seem to want to play along.

POISON PILL

The Seaways board today adopted a limited duration stockholder rights plan, in other words a “poison pill” defense.

Here’s what the company said in a press release:

“The rights plan is intended to enable all company stockholders to realize the long-term value of their investment in the company. The rights plan will reduce the likelihood that any person or group gains control of the company through open market accumulation, or other tactics potentially disadvantaging the interests of all stockholders, without paying all stockholders an appropriate control premium or providing the company’s board of directors sufficient time to make informed decisions in the best interest of all stockholders.

“The rights plan is not intended to interfere with any transaction that the board of directors determines to be in the best interests of stockholders, nor does the rights plan prevent the board of directors from considering any proposal.

“The rights plan is similar to those adopted by other publicly traded companies. pursuant to the rights plan, the company will distribute one right for each share of common stock outstanding as of the close of business on May 19, 2022. While the rights plan is effective immediately, the rights generally would become exercisable only if a person or group acquires beneficial ownership, as defined in the rights plan, of 17.5% or more of the company’s common stock in a transaction not approved by the company’s board of directors. In that situation, each holder of a right (other than the acquiring person or group) will have the right to purchase, upon payment of the then-current exercise price, a number of shares of company common stock having a market value of twice the exercise price of the right. In addition, at any time after a person or group acquires 17.5% or more of the company’s common stock (unless such person or group acquires 50% or more), the company’s board of directors may exchange one share of the company’s common stock for each outstanding right (other than rights owned by such person or group, which would have become void). If a person or group beneficially owns 17.5% or more of the company’s common stock at the time of the adoption of the rights plan, such ownership will be “grandfathered” at the level of ownership at the time of the adoption of the rights plan, but the rights would become exercisable if such person or group subsequently acquires any additional shares of company common stock.

“The rights plan will expire on May 7, 2023. The company’s board of directors may consider an earlier termination of the rights plan if market and other conditions warrant.”

Source

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