Interpool, Inc. Receives Proposal from Chief Executive Officer Supported by Other Investors to Acquire All of Interpool's Outsta
January 16 2007 - 9:26AM
Business Wire
Interpool, Inc. (NYSE: IPX) today announced that its Board of
Directors has received a letter from Martin Tuchman, the Company�s
Chief Executive Officer and Chairman, supported by other
significant Interpool stockholders and an investment fund
affiliated with Fortis Merchant Banking, a division of Fortis
(Euronext Amsterdam: FORA / Brussels: FORB), an international
financial services provider engaged in banking and insurance. The
investor group proposes an acquisition of all of the outstanding
common stock of the Company (other than a portion of the shares
held by the proposing stockholders) for $24.00 per share in cash. A
copy of the text of the proposal letter is set forth below in this
press release. Mr. Tuchman and the other stockholders supporting
his letter to Interpool's Board, together with their families and
investment affiliates, presently beneficially own a total of
approximately 18.5 million shares of the Company's 29.3 million
shares of common stock currently outstanding. The 10.8 million
balance of the Company�s shares currently outstanding is owned by
public stockholders not affiliated with the stockholders supporting
the proposal letter. The proposal letter contemplates that Mr.
Tuchman and the other stockholders supporting the proposal would
reinvest approximately 6.2 million of their currently held shares
in the proposed transaction and sell the balance of their holdings
(approximately 12.3 million shares) at the same $24.00 per share
price in cash as the Company�s non-affiliated public stockholders
would receive for their 10.8 million shares currently outstanding.
In the aggregate, Mr. Tuchman and the stockholders supporting the
proposal would receive approximately $295 million for the 12.3
million shares they would sell and the Company's non-affiliated
public stockholders would receive approximately $259 million for
their 10.8 million shares, all at the same $24.00 per share price.
The Company noted that in December 2006, at the Company's request,
an affiliate of Fortis Merchant Banking provided commitment letters
to the Company for up to $1.8 billion of debt financing, which
could be used for various purposes, including a sale transaction of
the type contemplated by the proposal letter or to refinance any or
all of Interpool�s outstanding indebtedness. The proposal letter
states that the debt financing for the proposed transaction would
utilize the financing contemplated by these commitment letters.
Affiliates of Fortis Merchant Banking have been major secured
lenders to Interpool since 2004. The Company's Board of Directors
has formed a Special Committee of independent directors to review
and evaluate the proposal, consistent with its fiduciary duties.
The Special Committee has engaged independent legal counsel and
independent financial advisors to assist it with its work. The
Board of Directors cautions the Company's stockholders and others
considering trading in its securities that the Board of Directors
only received the proposal on January 16, 2007 and that no
decisions have been made by the Special Committee or the Board of
Directors with respect to the Company's response to the proposal.
The Special Committee, working with its advisors, intends to
proceed in a timely and orderly manner to evaluate the proposal.
There can be no assurance that any definitive offer will be made,
that any agreement will be executed, or that this or any other
transaction will be approved or consummated. The Company and its
employees remain focused on the Company�s customers and business as
usual, delivering superior service to customers and creating value
for the Company�s stockholders. Interpool is one of the world�s
leading suppliers of equipment and services to the transportation
industry. The company is the world�s largest lessor of intermodal
container chassis and a world leading lessor of cargo containers
used in international trade. CAUTIONARY STATEMENTS This press
release contains certain forward-looking statements regarding
future circumstances. These forward-looking statements are subject
to risks and uncertainties that could cause actual results to
differ materially from those contemplated in such forward-looking
statements, including in particular the risks and uncertainties
described in Interpool�s SEC filings. The Company undertakes no
obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after
the date hereof. Note: This press release and other press releases
and information can be viewed at Interpool�s website at
www.interpool.com. [TEXT OF PROPOSAL LETTER FOLLOWS] January 16,
2007 The Board of Directors Interpool, Inc. 211 College Road East
Princeton, N.J. 08540 Gentlemen: I am pleased to convey a proposal
for the acquisition of all of the outstanding common stock of
Interpool, Inc. (the "Company"), other than a portion of the shares
held by me and certain other shareholders supporting this proposal,
for a purchase price of $24.00 per share, in cash. The proposal I
am outlining in this letter has the support of an investment fund
affiliated with Fortis Merchant Banking, a division of Fortis, as
well as myself and other significant stockholders who have
authorized me to submit this letter (such other stockholders, the
"Supporting Stockholders"). The Supporting Stockholders and I,
together with our families and investment affiliates, presently
beneficially own a total of approximately 18.5 million shares of
the Company's 29.3 million shares of common stock currently
outstanding. The 10.8 million balance of the Company's shares
currently outstanding are owned by non-affiliated public
stockholders. The proposed transaction contemplates that the
Supporting Stockholders and I would reinvest approximately 6.2
million of our currently held shares, and sell the balance of our
holdings (approximately 12.3 million shares) at the same per share
price in cash ($24.00 per share) as the current non-affiliated
public stockholders would receive for their 10.8 million shares
currently outstanding. In the aggregate, the Supporting
Stockholders and I would thus receive approximately $295 million
for the 12.3 million shares we would sell, and the Company's
non-affiliated public stockholders would receive approximately $259
million for their 10.8 million shares, all at the same $24.00 per
share price. In addition to making the above-referenced equity
investment, I would continue to serve as Chairman and CEO of the
Company following the proposed transaction. I also expect that the
Company's key senior management team would remain in place, and
further anticipate maintaining the Company's valuable employee
base, which is one of its most important assets. The transaction
would be financed through a combination of equity from Fortis and
the equity investments described above by myself and the Supporting
Stockholders, plus debt financing of the Company pursuant to
commitment letters previously issued by an affiliate of Fortis
Merchant Banking for up to $1.8 billion in debt financing. I
understand that you have established a special committee of
independent directors authorized to retain independent financial
and legal advisors (the "Special Committee") to consider this
proposal. The other participants and I are prepared to move very
quickly to finalize the definitive transaction and related
documents. The various participants in this proposal believe that
we offer a high degree of closing certainty and that we are well
positioned to negotiate and complete the transaction in an
expedited manner. None of us anticipates that any regulatory
approvals will be impediments to closing. Of course, no binding
obligation on the part of myself, the Supporting Stockholders,
Fortis, or the Company shall arise with respect to the proposal or
any transaction unless or until a definitive merger agreement,
satisfactory to all parties and recommended by the Special
Committee and approved by the Board of Directors, is executed and
delivered. Everyone involved in this proposal looks forward to
working with the Special Committee and its legal and financial
advisors to complete a transaction that is attractive to the
Company's public stockholders. Should you have any questions,
please contact us. Sincerely, Martin Tuchman
Interpool (NYSE:IPX)
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