Contact Information: For more information, please contact: Company Contact: Ferdinand V. Lepere Executive Vice President and Chief Financial Officer TBS International Limited Tel. 914-961-1000 InvestorRequest@tbsship.com Investor Relations / Media: Nicolas Bornozis Capital Link, Inc. New York Tel. 212-661-7566 tbs@capitallink.com
TBS International Limited Announces Proposed Redomiciliation in Ireland
| Source: TBS International Limited
HAMILTON, BERMUDA--(Marketwire - October 19, 2009) - TBS International Limited (NASDAQ : TBSI )
("TBS") announced today that its Board of Directors has unanimously
approved a transaction that will change the place of incorporation of the
company whose shares TBS shareholders own to Ireland from Bermuda. TBS
shareholders will be asked to vote in favor of the proposed move at a
special meeting of shareholders expected to be held within the next two to
three months.
If the conditions to the proposed transaction are satisfied, including
approval by TBS's shareholders and the Supreme Court of Bermuda, TBS
International plc, an Irish company ("TBS-Ireland"), will become TBS's
parent company. Current shareholders of TBS will become shareholders of
TBS-Ireland. TBS-Ireland will be registered with the U.S. Securities and
Exchange Commission ("SEC") and be subject to the same SEC reporting
requirements as TBS is today. TBS-Ireland's shares will trade on the
Nasdaq Global Select Market under the ticker symbol "TBSI", the same symbol
under which TBS shares are currently traded. TBS expects the move to take
effect shortly after shareholder approval.
Joseph E. Royce, Chairman, Chief Executive Officer and President stated,
"After a careful review, our Board of Directors has determined that
changing our place of incorporation to Ireland is in the best interest of
the company and our shareholders. We believe that incorporating in Ireland
will provide us with economic benefits and help ensure our continued global
competitiveness.
"As a member of the European Union, Ireland offers a stable political and
economic environment and sophisticated, well-developed corporate, legal and
regulatory environment. It also has a long history of international
investment and long-established commercial relationships, trade agreements
and tax treaties with European Union member states, the US and other
countries around the world where TBS does business. In addition, Ireland
has the financial and legal infrastructure to meet TBS's current and future
needs."
TBS does not expect any material change in its operations, financial
results or tax treatment as a result of the change in its place of
incorporation.
This communication is being made in respect of the proposed transaction.
In connection with the transaction, TBS intends to file a preliminary
proxy statement today with the SEC and mail a final proxy statement to its
shareholders. Shareholders are urged to read such proxy statement when it
becomes available because it will contain important information. The proxy
statement will be, and other documents filed or to be filed by TBS with the
SEC are or will be, available free of charge at the SEC's website
(www.sec.gov) and at TBS's website (www.tbsship.com).
TBS and its directors and executive officers and other persons may be
deemed participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of TBS
shareholders in connection with the transaction will be set forth in the
proxy statement when it is filed with the SEC. You can find information
about TBS's directors and executive officers in the definitive proxy
statement filed on April 30, 2009. You can obtain free copies of these
documents from TBS on TBS's website at www.tbsship.com.
Forward-Looking Statements "Safe Harbor" Statement under the Private
Securities Litigation Reform Act of 1995
This press release contains forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on management's current
expectations and observations.
Included among the factors that, in the company's view, could cause actual
results to differ materially from the forward-looking statements contained
in this press release are the following:
-- TBS may not pursue the transaction;
-- TBS will not be able to complete the transaction in the time period
anticipated, or at all, which is dependent on actions by certain third
party government agencies;
-- the transaction might not achieve the anticipated benefits for TBS;
-- changes in demand for the company's services, which are increasingly
difficult to predict due to the current economic downturn and the
widespread reduction of business activity generally;
-- a decline in rates in the shipping market will continue for a prolonged
period;
-- the effect of a decline in vessel valuations;
-- the company's ability to maintain financial ratios and satisfy
financial covenants in its credit facilities;
-- changes in rules and regulations applicable to the shipping industry,
including, without limitation, legislation adopted by international
organizations such as the International Maritime Organization and the
European Union or by individual countries;
-- actions taken by regulatory authorities;
-- changes in trading patterns significantly impacting overall vessel
tonnage requirements;
-- changes in the typical seasonal variations in charter rates;
-- increases in costs, including changes in production of or demand for
oil and petroleum products, crew wages, insurance, provisions, repairs and
maintenance, generally or in particular regions;
-- the risk that financial counterparties will default;
-- changes in general domestic and international political conditions;
-- changes in the condition of the company's vessels or applicable
maintenance or regulatory standards, which may affect, among other things,
its anticipated drydocking or maintenance and repair costs;
-- increases in the cost of the company's drydocking program or delays in
its anticipated drydocking schedule;
-- China Communications Construction Company Ltd./Nantong Yahua
Shipbuilding Group Co., Ltd.'s ability to complete and deliver the vessels
on the anticipated schedule and the ability of the parties to satisfy the
conditions in the shipbuilding agreements; and
-- other factors listed from time to time in the company's filings with
the Securities and Exchange Commission, including, without limitation, its
Annual Report on Form 10-K for the period ended December 31, 2008 and its
subsequent reports on Form 10-Q and Form 8-K.
About TBS International Limited:
TBS is a fully-integrated transportation service company that offers
customers the TBS Five Star Service consisting of: ocean transportation,
operations, logistics, port services, and strategic planning. TBS offers
liner, parcel and bulk services, supported by a fleet of multipurpose
tweendeckers and handysize and handymax bulk carriers, including
specialized heavy-lift vessels and newbuild tonnage. TBS has developed its
business around key trade routes between Latin America and China, Japan and
South Korea, as well as select ports in North America, Africa, the
Caribbean and the Middle East.
Visit our website at www.tbsship.com