The Overseas Shipholding Group (OSG), a provider of liquid bulk transportation services in the energy industry for crude oil and petroleum products primarily in the US Flag markets, and Saltchuk Resources, privately owned family of diversified freight transportation, marine service and energy distribution companies, have entered into a definitive merger agreement pursuant to which Saltchuk has agreed to acquire OSG in a transaction that values the company at an aggregate equity value of approximately US$653 million and a total transaction value of US$950 million.
Under the terms of the agreement, which has been unanimously approved by the board of directors of both companies, Saltchuk will commence a tender offer to acquire all outstanding shares of OSG it does not already own for US$8.50 per share in cash.
Following the close of the transaction, OSG will operate as a standalone business unit within Saltchuk, becoming a member of its family of diversified freight transportation, marine service, and energy distribution companies.
The closing of the tender offer will be subject to customary closing conditions, including the expiration of the Hart-Scott-Rodino Act waiting period and the tender of shares representing, together with the shares already owned by Saltchuk, at least a majority of OSG's outstanding shares of Class A common stock, and is scheduled to close in the next few months. Promptly following the successful completion of the tender offer, Saltchuk will acquire all remaining OSG shares not purchased in the tender offer through a second-step merger at the same price.