Kistefos AS, the largest shareholder of Trico Marine Services, Inc. (NASDAQ: TRMA - News), an integrated provider of subsea, trenching and marine support vessels and services, today issued the following statement in response to Trico’s exchange of 6.5% convertible debentures for 8.125% convertible debentures, cash and common stock or warrants, announced on May 11:
"Once again, Trico's Board has called into question its commitment to improving stockholder value for all stockholders through this transaction, which appears to benefit a small group of bondholders with improved terms at the direct expense of Trico's stockholders, who will suffer significant dilution. We are also gravely concerned that by issuing such a large amount of stock on favorable terms in the face of a proxy contest, Trico's management may be taking steps to entrench itself by placing shares with select institutions in order to defeat our proposals to elect two Board members and strengthen the company's corporate governance policies. We can only hope Trico does not take further actions that may obstruct stockholder interests by interfering with the upcoming annual meeting, by manipulating the meeting date or the record date.
"While we are still studying the details of this transaction, it appears that in an effort to remedy the adverse consequences of its over-priced and over-levered acquisitions in 2007 and 2008, the company not only has accepted an increased coupon and a significantly reduced conversion price on the new debentures while securing the debt holders, but has also chosen to substantially dilute its existing stockholders in the process when other, more affordable and less dilutive options could have been pursued. Unfortunately, stockholders seem to have sensed the damage done and appear to have again voted with their feet, resulting in a nearly 30 percent decline in the company's already depressed stock price this week -- the latest blow to Trico's stockholders, who have already suffered from extremely poor performance and ill-considered management decisions.
"This transaction is yet another example of why we believe stockholders' interests will be better protected by adding new voices and fresh perspective to the company's Board. Trico's stock has declined more than 85 percent in the last year, and actions like this make it clear to us that stockholders deserve Board members that will look out for their best interests. We urge all stockholders to vote for our proposals and independent director nominees at the upcoming annual meeting.”
About Kistefos AS
Kistefos AS is a private investment firm focused on making investments in medium-sized companies. Kistefos typically invests in turnaround opportunities and businesses that experience industry consolidation. Kistefos has holdings in dry cargo-shipping, offshore services and financial services, as well as technology-founded investments and real estate development. Kistefos AS was founded in 1979 and is based in Oslo, Norway.
Contact:
Investors:
Okapi Partners LLC
Bruce Goldfarb/Pat McHugh/Steve Balet, 212-297-0720
or
Media:
The Abernathy MacGregor Group
Tom Johnson/Chuck Burgess/Mike Pascale, 212-371-5999
source yahoo
"Once again, Trico's Board has called into question its commitment to improving stockholder value for all stockholders through this transaction, which appears to benefit a small group of bondholders with improved terms at the direct expense of Trico's stockholders, who will suffer significant dilution. We are also gravely concerned that by issuing such a large amount of stock on favorable terms in the face of a proxy contest, Trico's management may be taking steps to entrench itself by placing shares with select institutions in order to defeat our proposals to elect two Board members and strengthen the company's corporate governance policies. We can only hope Trico does not take further actions that may obstruct stockholder interests by interfering with the upcoming annual meeting, by manipulating the meeting date or the record date.
"While we are still studying the details of this transaction, it appears that in an effort to remedy the adverse consequences of its over-priced and over-levered acquisitions in 2007 and 2008, the company not only has accepted an increased coupon and a significantly reduced conversion price on the new debentures while securing the debt holders, but has also chosen to substantially dilute its existing stockholders in the process when other, more affordable and less dilutive options could have been pursued. Unfortunately, stockholders seem to have sensed the damage done and appear to have again voted with their feet, resulting in a nearly 30 percent decline in the company's already depressed stock price this week -- the latest blow to Trico's stockholders, who have already suffered from extremely poor performance and ill-considered management decisions.
"This transaction is yet another example of why we believe stockholders' interests will be better protected by adding new voices and fresh perspective to the company's Board. Trico's stock has declined more than 85 percent in the last year, and actions like this make it clear to us that stockholders deserve Board members that will look out for their best interests. We urge all stockholders to vote for our proposals and independent director nominees at the upcoming annual meeting.”
About Kistefos AS
Kistefos AS is a private investment firm focused on making investments in medium-sized companies. Kistefos typically invests in turnaround opportunities and businesses that experience industry consolidation. Kistefos has holdings in dry cargo-shipping, offshore services and financial services, as well as technology-founded investments and real estate development. Kistefos AS was founded in 1979 and is based in Oslo, Norway.
Contact:
Investors:
Okapi Partners LLC
Bruce Goldfarb/Pat McHugh/Steve Balet, 212-297-0720
or
Media:
The Abernathy MacGregor Group
Tom Johnson/Chuck Burgess/Mike Pascale, 212-371-5999
source yahoo
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