K-Sea Transportation Partners L.P. Announces Record Date of May 26, 2011 for Special Meeting of Unitholders
June 14 2011 - 6:47PM
Business Wire
K-Sea Transportation Partners L.P. (NYSE: KSP) (“K-Sea”)
announced today it has established a record date for a special
meeting of its unitholders to consider and vote on a proposal to
adopt a previously announced definitive merger agreement with Kirby
Corporation (NYSE: KEX) (“Kirby”). Pursuant to the terms of the
agreement, K-Sea will become a wholly-owned subsidiary of
Kirby.
K-Sea unitholders of record as of the close of business on May
26, 2011, are entitled to notice of the special meeting and to vote
at the special meeting. The special meeting will be held on Friday,
July 1, 2011, at 9:00 a.m., local time, at One Tower Center
Boulevard, 17th Floor, East Brunswick, New Jersey 08816.
Holders of K-Sea common units have the right to elect whether to
receive all cash or a combination of cash and Kirby common stock as
consideration for their K-Sea common units. In order to properly
make an election, holders of K-Sea common units must submit the
requisite election materials to the exchange agent for the merger
by the election deadline, which is 5:00 p.m., New York time, on
June 28, 2011. K-Sea unitholders with questions relating to the
election or transmittal of materials, including those who hold
common units through a broker or bank, may contact Georgeson Inc.,
the information agent for the merger, at (866) 278-8941.
Additional Information
In connection with the proposed merger, Kirby filed with the
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 that includes a proxy statement of K-Sea and a
prospectus of Kirby. On or about June 1, 2011, K-Sea began mailing
the definitive proxy statement/prospectus to the unitholders of
K-Sea. INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND OTHER MATERIALS
REGARDING THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT KIRBY AND K-SEA AND THE PROPOSED TRANSACTION.
Investors may obtain a free copy of Kirby’s registration statement
on Form S-4, the proxy statement/prospectus and other documents
containing information about Kirby and K-Sea, without charge, at
the SEC’s web site at www.sec.gov. Copies of the proxy
statement/prospectus and the filings with the SEC that are
incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, from K-Sea’s website at
www.k-sea.com.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in Solicitation
K-Sea and its directors, officers and certain other members of
management may be deemed to be participants in the solicitation of
proxies from K-Sea’s unitholders in respect of the proposed merger.
Information about these persons can be found in K-Sea’s annual
report on Form 10-K for the year ended June 30, 2010, as filed with
the SEC on September 13, 2010. Additional information about the
interests of such persons in the solicitation of proxies in respect
of the merger is included in the registration statement and the
proxy statement/prospectus filed with the SEC in connection with
the proposed merger.
Forward-Looking Statements
This document includes “forward-looking statements” as defined
by the SEC. All statements, other than statements of historical
fact, included herein that address activities, events or
developments that K-Sea expects, believes or anticipates will or
may occur in the future, including anticipated benefits and other
aspects of the proposed merger, are forward-looking statements.
About K-Sea Transportation Partners
K-Sea Transportation Partners is one of the largest coastwise
tank barge operators in the United States. K-Sea provides refined
petroleum products transportation, distribution and logistics
services in the U.S. domestic marine transportation market, and its
common units trade on the New York Stock Exchange under the symbol
KSP. For additional information, please visit K-Sea’s website,
including the Investor Relations section, at www.k-sea.com.
About Kirby Corporation
Kirby, based in Houston, Texas, operates inland tank barges and
towing vessels, transporting petrochemicals, black oil products,
refined petroleum products and agricultural chemicals throughout
the United States inland waterway system. Kirby also owns and
operates four ocean-going barge and tug units transporting dry-bulk
commodities in the United States coastwise trade. Through the
diesel engine services segment, Kirby provides after-market service
for medium-speed and high-speed diesel engines and reduction gears
used in marine, power generation and railroad applications,
distributes and services high-speed diesel engines, transmissions,
pumps and compression products, and manufacturers oil field service
equipment, including hydraulic fracturing equipment, for land-based
pressure pumping and oilfield services markets.
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