GulfMark Offshore has received a non-binding, unsolicited proposal from Harvey Gulf to combine the companies through a merger in which GulfMark would acquire Harvey Gulf, with the combined company remaining publicly listed.
Pursuant to the Harvey Gulf proposal, GulfMark stockholders would own 41.2 per cent of the combined company.
Harvey Gulf emerged from bankruptcy on July 2, 2018, as a private company.
As previously announced, on July 16, GulfMark entered into a definitive agreement with Tidewater to combine the two companies. Under the terms of the all-stock agreement, GulfMark stockholders will receive 1.1 shares of Tidewater common stock for each share of GulfMark common stock they hold.
Each GulfMark noteholder warrant will be automatically converted into the right to receive 1.1 Tidewater shares, subject to Jones Act restrictions on maximum ownership of shares by non-U.S. citizens. Concurrent with the closing, US$100 million of the existing GulfMark debt is expected to be repaid.
The GulfMark Board of Directors, with the assistance of outside financial and legal advisors, are reviewing the Harvey Gulf unsolicited proposal in a manner consistent with its fiduciary duties and in compliance with its obligations under its merger agreement with Tidewater.