Urges Stockholders to Vote FOR the Board's Nominees On the WHITE Proxy Card
Today
THE WOODLANDS, Texas, May 21, 2009 (GLOBE NEWSWIRE) -- Trico Marine Services,
Inc. (Nasdaq:TRMA) (the "Company" or "Trico") today announced that it is
mailing a letter to the Company's stockholders in connection with the Company's
2009 Annual Meeting of Stockholders, scheduled for June 10, 2009.
Trico urges its stockholders, when considering Kistefos's proposals, to
evaluate Kistefos's poor investment track record, their nominees' service on an
already excessive number of Boards and their unstated objectives. Trico's Board
of Directors unanimously recommends that stockholders vote today for the
Board's highly qualified nominees by telephone, via the Internet or by signing,
dating and returning the enclosed WHITE proxy card.
The full text of the letter follows:
PROTECT YOUR INVESTMENT IN TRICO
REJECT KISTEFOS'S NOMINATIONS AND PROPOSALS
VOTE THE WHITE PROXY CARD TODAY
May 21, 2009
Dear Fellow Stockholder:
Kistefos AS, a Norwegian investment company owned by Christen Sveaas that holds
approximately 21.7% of Trico's outstanding shares, has initiated a costly and
disruptive proxy contest to elect Mr. Sveaas, its owner and Chairman, and Age
Korsvold, its Chief Executive Officer, to your Board of Directors. When you are
considering their proposals, we believe that it is critical for you to evaluate
their poor investment track record, their service on an already excessive
number of Boards of Directors and their unstated objectives.
Specifically, we believe that:
. Kistefos's nominees are over-extended on other Boards and will not
devote the attention other stockholders deserve
. Kistefos's recent track record with its investments in public
companies is not good and its criticisms of Trico lean heavily on
the crutch of hindsight without offering any new ideas or insight
. Kistefos's candidates do not have the depth of relevant experience
that is helpful to your investment and their scheme requires the
removal of a highly qualified and independent director
. Kistefos's interests may be in conflict with yours through their
much larger investment in a competitor of Trico
. Mr. Korsvold's past actions as an executive at large public
companies in Norway suggest that he is not qualified to serve as
your representative and a steward of your Company
Your Board strongly urges all Trico stockholders to REJECT the Kistefos
proposals and discard any proxy materials that you receive from Kistefos.
Your vote at Trico's upcoming Annual Meeting of Stockholders is important no
matter how many shares you own. We urge you to vote on the WHITE proxy card FOR
Trico's nominees -- Joseph S. Compofelice and Ben A. Guill -- and AGAINST the
Kistefos proposals.
KISTEFOS'S RECENT TRACK RECORD DOES NOT SUGGEST
ITS PARTICIPATION ALONE WILL REWARD STOCKHOLDERS
Kistefos has a portfolio of investments in technology, real estate, shipping,
financial services and offshore services. The two nominees collectively sit on
the Board of at least 20 companies and serve as Chairman of at least four of
these companies. To our knowledge, with a single recent exception, neither
nominee has ever served on the board of a public company listed on a stock
exchange in the United States. At a minimum, the time of Messrs. Sveaas and
Korsvold may not be focused to the extent necessary on assisting our Company
through the current economic turbulence.
Furthermore, while Kistefos claims substantial expertise in helping companies
grow, its recent performance as an "activist" investor in public companies
appears to be subject to the same economic forces affecting all of us. The
charts below show Kistefos's role in two public companies and their share
performance since January 1, 2008.
The first chart illustrates the stock price of Global IP Solutions, a speech
and audio processing software company in which Kistefos holds a 37.2% ownership
position. Mr. Korsvold serves as a Director of Global IP Solutions and another
Kistefos affiliate serves as the Chairman. As demonstrated, Global IP
Solutions' stock price has declined 64% since January 2008.
As shown in the second chart, Viking Drilling has fared even worse, with a 100%
stock price decline. Based in Houston and Oslo, Viking Drilling is a
publicly-listed owner of three semi-submersible drilling rigs that were
purchased to refurbish and return to service. Mr. Sveaas is the founder,
largest stockholder and Chairman of Viking Drilling. Under Mr. Sveaas, Viking
Drilling poorly managed the refurbishment project, missed expected delivery
deadlines and substantially over spent its budget. The estimated cost to
complete the initial projects ballooned from $160 million in February 2007 to
$308 million by February 2008. In February 2008, Viking Drilling filed for
Chapter 11 bankruptcy protection, defaulting on its debts. Shortly thereafter,
Viking commenced an auction for all of its assets. Despite record high
commodity prices and a shortage of rigs worldwide, Viking failed to complete
the auction and continues under bankruptcy protection.
Is this an investment record Kistefos should be proud of? Why should
stockholders believe that Kistefos can generate stockholder value for Trico
when they have failed to do so for their other investments?
A graphic accompanying this release is available at
http://media.primezone.com/cache/9036/file/6906.pdf
ASK YOURSELF: DOES KISTEFOS BRING THE RIGHT KIND OF EXPERIENCE
AND WILL THEY LOOK OUT FOR ALL STOCKHOLDERS?
Kistefos claims to have significant experience in our industry that can be used
to guide our Company. Kistefos's and Mr. Sveaas's primary control investments
in the offshore sector are Viking Supply Ships AS and Viking Drilling ASA. We
do not believe that their involvement in these companies offers the type of
experience that could benefit all stockholders.
Your Board believes that Kistefos's ownership of Viking Supply Ships presents,
at a minimum, a serious conflict of interest. Viking Supply Ships currently
competes with us in the North Sea and other markets that use North Sea-class
anchor handling vessels. Kistefos claims Mr. Korsvold would resign from his
position as Chairman of Viking Supply Ships if elected to Trico's Board. It
strains credibility, however, to think that his resignation alone would
adequately protect Trico's stockholders as long as Kistefos owns our
competitor.
To guard against such conflicts and adhere to the competition laws of the
United States, Norway and the European Union, the Board intends to strictly
limit Messrs. Sveaas and Korsvold's access to competitively sensitive
information in accordance with such laws, if they were elected. The Board does
not believe that other stockholders will be well served by these nominees who
have serious conflicts of interest, raise competition law issues and will be
necessarily limited in their ability to participate in critical decisions.
We are also concerned that Kistefos's nominees lack experience managing a
global offshore services company. A large part of our future resides in the
growing markets outside of our traditional markets. Trico's operations in the
diverse markets of Brazil, China, West Africa and Mexico now represent
approximately 42% of the company's revenues. We need Board members who bring a
global perspective and can help us expand in these markets.
To comply with the Jones Act, Kistefos's scheme requires, among other things,
the removal of Per Staehr, a citizen of Denmark and a well qualified and
independent director who has such global experience. While Kistefos's sector
experience emanates from its ownership of Viking Supply, a competitor with nine
vessels in the North Sea and India, Mr. Staehr brings a much broader
perspective and specific expertise in a new market for Trico. Mr. Staehr was
the President of Maersk Contractors, the drilling and floating production
division of A.P. Moller, which also owns Maersk Supply Services, which
currently operates over 50 offshore supply vessels globally, including 10 in
the North Sea. He is also the Chairman of A2SEA A/S, a leading offshore wind
turbine installation company. As reported, the renewable energy market
represents a growth market for our CTC Division and we believe Mr. Staehr's
expertise will be important to us in this sector. We strongly believe
stockholders would be ill served to force the removal of such a qualified
independent director solely to enact Kistefos's agenda.
WHAT DOES KISTEFOS REALLY WANT TO DO WITH OUR COMPANY?
To date, Kistefos has not offered a single concrete proposal to assist the
Company toward our goals, despite claimed expertise in such situations and in
the offshore energy sector. In light of the lack of suggestions, lack of global
experience and their own investment performance, we are concerned that their
true intentions are simply to increase their influence over your Company for
their own sake and divert us from our subsea strategy. We believe that the
addition of these two nominees will be a negative and disruptive force in the
management of our company.
We are concerned that, if elected, Messrs. Korsvold and Sveaas will seek to
increase the risk profile of our Company and try -- somehow -- to reverse
course and return to being a supplier of commoditized offshore vessels. We
believe that our strategy to move into the faster growing subsea services
sector, de-emphasizing the more commoditized offshore supply market, was and is
the right one. In contrast, Kistefos once said that we should take on more
exposure to the North Sea spot market, in the hopes of generating higher
profits rather than balancing risk and return. By contrast, Trico decided in
April 2008 to term out four of its anchor handling vessels working in the North
Sea. Kistefos's Viking Supply Ships, our competitor, kept its similar vessels
in the spot market. At the time of our decision, day rates approximated $43,000
per day, as reported by JGO Shipbrokers. The Company termed out its vessels at
an average rate of $48,000 per day at a greatly improved 98% utilization. This
decision -- made to protect cash flows in the face of a declining market -- was
the right one as spot market rates have now declined to approximately $17,000
per day and utilization levels have declined significantly. The North Sea spot
vessel market is the weakest it has been in several years, and we don't see it
improving any time soon. We have made the strategic decision to focus on the
subsea services area -- where we are creating a sustainable competitive
advantage, where the volume of activity is projected to continue increasing and
where pricing remains solid -- versus "doubling down" in a soft and weakening
support vessel market. On balance, we believe that investing in subsea services
was a superior decision and request your support for directors that believe in
our direction and who will support the continued development of this strategy.
We believe that stockholders are better served in continuing with directors
that bring substantial experience, a global perspective, belief in our strategy
and unconflicted interests.
DO YOU WANT TO ENTRUST MR. KORSVOLD AS A STEWARD OF YOUR
INVESTMENT?
We do not believe that Mr. Korsvold is an acceptable candidate. His past
directorships, specifically with Storebrand, a large publicly-traded company in
Norway, raise serious questions to which our stockholders deserve answers.
According to published accounts, in October 2000 Mr. Korsvold resigned as CEO
of a Norwegian public company and withdrew as chairman of another Norwegian
public company after regulatory authorities in Norway concluded he had violated
trading prohibitions under the Norwegian Securities Trading Act. Although all
charges were later dismissed, your Board concluded that these events made Mr.
Korsvold an undesirable candidate.
We urge you to ask yourself, "Do I want these two individuals representing me?"
PROTECT YOUR INVESTMENT IN TRICO
REJECT KISTEFOS'S NOMINATIONS AND PROPOSALS
We are confident Trico stockholders will see Kistefos's actions for what they
are - a transparent attempt at an opportunistic time to greatly increase its
influence over your Company in order to further its own private business
interests. Your Board of Directors unanimously recommends that stockholders
vote AGAINST Kistefos's proposals. We urge you to act today to protect your
investment - vote AGAINST Kistefos's nominees and proposals by signing, dating
and returning the WHITE proxy card, or by using the instructions on the WHITE
proxy card to submit your proxy by telephone or Internet. Please do not return
any proxy cards sent to you by Kistefos, even as a protest vote, as only your
latest dated proxy card will count in this critical vote.
Thank you.
On behalf of the Board of Directors,
Joseph S. Compofelice M. W. Scoggins
Chairman of the Board of Directors Lead Director
If you have questions or need assistance voting your WHITE proxy card please
contact:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
About Trico Marine Group
The Trico Marine Group is an integrated provider of subsea, trenching and
marine support vessels and services. Trico's towing and supply division
provides a broad range of marine support services to the oil and gas industry
through use of its diversified fleet of vessels including the transportation of
drilling materials, supplies and crews to drilling rigs and other offshore
facilities; towing drilling rigs and equipment, and support for the
construction, installation, repair and maintenance of offshore facilities.
Trico's subsea services and trenching/installation divisions control a well
equipped fleet of vessels and operate a fleet of modern ROVs and trenching and
other subsea protection equipment. The Trico Marine Group is headquartered in
The Woodlands, Texas and has a global presence with operations in the North
Sea, West Africa, Mexico, Brazil and Southeast Asia as well as the Gulf of
Mexico.
For more information about Trico Marine Services, Inc. visit us on the web at
www.tricomarine.com.
The Trico Marine Services, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5229
Important Information
In connection with the solicitation of proxies, on May 13, 2009, Trico filed
with the Securities and Exchange Commission (the "SEC") and mailed to
stockholders a definitive proxy statement and a WHITE proxy card for its 2009
annual meeting of stockholders. Trico stockholders are strongly advised to read
these documents as they contain important information. Stockholders may obtain
Trico's proxy statement, a form of WHITE proxy card and any amendments or
supplements and other documents for free at the SEC's website at www.sec.gov.
Copies of Trico's proxy materials will also be available for free at Trico's
website at www.tricomarine.com or by directing a request to Trico Marine
Services, Inc., 10001 Woodloch Forest Drive, Suite 610, The Woodlands, Texas
77380, Attn: Corporate Secretary, or calling (713) 780-9926. In addition,
copies may be requested by contacting, MacKenzie Partners, Inc. at (800)
322-2885 toll-free or by email at proxy@mackenziepartners.com. Trico and its
directors and executive officers may be deemed to be participants in the
solicitation of proxies from stockholders in connection with its 2009 annual
meeting. Detailed information regarding the names, affiliations and interests
of individuals who are deemed participants in the solicitation of proxies is
available in Trico's definitive proxy statement. The contents of the websites
referenced above are not deemed to be incorporated by reference into Trico's
proxy statement.
Forward Looking Language
Certain statements in this letter that are not historical fact may be "forward
looking statements," within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include statements about the
Company's beliefs and expectations and information concerning possible or
assumed future performance or results of operations, and are not guarantees.
Actual events may differ materially from those projected in any forward-looking
statement. There are a number of important factors involving risks and
uncertainties beyond the control of the Company that could cause actual events
to differ materially from those expressed or implied by such forward-looking
statements. A description of risks and uncertainties relating to Trico Marine
Services, Inc. and its industry and other factors, which could affect the
Company's results of operations or financial condition, are included in the
Company's Securities and Exchange Commission filings. Trico undertakes no
obligation to publicly update or revise any forward-looking statements to
reflect events or circumstances that may arise after the date of this report.
CONTACT: Trico Marine Services, Inc.
For Investors:
Geoff Jones, VP & Chief Financial Officer
(713) 780-9926
MacKenzie Partners, Inc.
Bob Marese
(212) 929-5500
Joele Frank, Wilkinson Brimmer Katcher
For Media:
Jamie Moser
Marin Kaleya
(212) 355-4449
Trico Marine Sends Letter to Stockholders
| Source: Trico Marine Services, Inc.