Parties say transaction could close on or about November 15, 2018.
Offshore services providers Tidewater and GulfMark Offshore announced today the filing of the joint definitive proxy statement and prospectus with the U.S. Securities and Exchange Commission (SEC) regarding the pending business combination pursuant to which Tidewater has agreed to acquire all of GulfMark's outstanding shares in a stock for stock exchange. Both companies’ Boards of Directors continue to unanimously recommend that stockholders vote “FOR” the associated proposals to effect the business combination as presented in the joint definitive proxy statement and prospectus.
Under the terms of the all-stock agreement, GulfMark stockholders will receive 1.100 shares of Tidewater common stock for each share of GulfMark common stock held by them. Each GulfMark noteholder warrant will be automatically converted into the right to receive 1.100 Tidewater shares, subject to Jones Act restrictions on maximum ownership of shares by non-U.S. citizens. Collectively, these GulfMark stockholders will beneficially own 27 percent of the combined company after completion of the combination, or 26 percent on a fully-diluted basis.
A special meeting of GulfMark stockholders has been scheduled for Thursday, November 15, 2018 at 8 a.m. Eastern Time at the law offices of Gibson, Dunn & Crutcher LLP, in New York to adopt the previously announced Agreement and Plan of Merger, dated July 15, 2018, by and between Tidewater and GulfMark and related proposals. All stockholders of record of GulfMark common stock as of the close of business on October 12, 2018 will be entitled to receive notice of the GulfMark Special Meeting and to vote the GulfMark common stock, either in person or by proxy, at the GulfMark Special Meeting.
A special meeting of Tidewater stockholders has been scheduled for Thursday, November 15, 2018 at 9 a.m. Central Time at the law offices of Weil, Gotshal & Manges LLP, in Houston to approve the issuance of Tidewater common stock in connection with the business combination and related proposals. All stockholders of record of Tidewater common stock as of the close of business on October 10, 2018 will be entitled to receive notice of the Tidewater Special Meeting and to vote the Tidewater common stock, either in person or by proxy, at the Tidewater Special Meeting.
Tidewater and GulfMark each urge their stockholders to submit their proxies as promptly as possible, either by telephone, via the internet or by marking, signing and dating the applicable proxy card that will be provided to Tidewater and GulfMark stockholders along with the joint proxy statement and prospectus. The joint proxy statement and prospectus for the special meetings are first being mailed to Tidewater and GulfMark stockholders on or about October 17, 2018.
Subject to approval of both the Tidewater and GulfMark stockholders and other customary closing conditions, the parties expect to close the transaction on or about November 15, 2018.