THE WOODLANDS, Texas, June 3, 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.
The full text of the letter follows:
PROTECT YOUR INVESTMENT IN TRICO
REJECT KISTEFOS'S NOMINATIONS AND PROPOSALS
VOTE THE WHITE PROXY CARD TODAY
June 3, 2009
Dear Fellow Stockholder:
Trico's Annual Meeting on June 10, 2009 is fast approaching. Your vote 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. Vote the WHITE proxy card by signing,
dating, and returning the WHITE proxy card in the postage paid envelope
provided. Please discard any blue proxy cards you receive from Kistefos and
vote the WHITE proxy card today.
Despite our attempt to avoid a costly and disruptive proxy contest, Kistefos
has insisted upon and continues to demand two representatives on the Trico
Board. Furthermore, Kistefos has failed to provide any concrete plan for the
"change" that it seeks at Trico, and the poor performance of certain Kistefos
investments casts doubt on its self-proclaimed investment expertise. Your Board
is concerned that Kistefos is simply attempting to gain influence over your
Company to further its own business interests, which may be in conflict with
the interests of all Trico stockholders.
Conversely, Trico's Board is composed of seasoned business and financial
leaders who are actively engaged in building long-term value for all Trico
stockholders. Your Board of Directors unanimously recommends that stockholders
vote AGAINST Kistefos's proposals by signing, dating and returning the WHITE
proxy card. 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.
WHY IS KISTEFOS SEEKING TWO BOARD SEATS INSTEAD OF ONE?
In its May 27, 2009 letter to you, Kistefos concedes that Trico stockholders
are asking:
"Why is Kistefos seeking two Board seats instead of one?"
We think that's a good question!
Since Kistefos publicly initiated its proxy contest, Trico's management team
and Board have met with Kistefos's nominees and representatives on numerous
occasions. During those meetings, we asked the same question -- why two seats?
We do not think Trico, or any public company, needs two representatives from
one organization on its Board. Reluctantly, but in the spirit of cooperation
and in an attempt to avoid a costly and disruptive proxy contest, your Board
proposed that the Board be expanded to eight directors and that one Kistefos
nominee, Christen Sveaas, be nominated for the eighth seat at the Annual
Meeting. Mr. Korsvold was not part of the proposal as the Board believes he is
an undesirable director candidate. Kistefos rejected Trico's reasonable
compromise to support the election of one Kistefos nominee to our Board.
Recently, Glass Lewis, shareholder proxy advisors, in addition to recommending
a vote for Mr. Compofelice and Mr. Guill, recommended a vote AGAINST Mr.
Korsvold.
Clearly, the professional alignment between the Kistefos nominees raises a
legitimate concern that Kistefos's private business interests may be in
conflict with the interests of all Trico stockholders. As Kistefos states in
its proxy statement, "We are not soliciting your vote to implement a
pre-determined business plan...." Kistefos's insistence on obtaining two seats
may lead you to question Kistefos's real agenda -- is this just a transparent
attempt at an opportunistic time to greatly increase its influence over your
Company in order to further its own private business interests?
THE POOR PERFORMANCE OF KISTEFOS'S INVESTMENTS
IN PUBLIC COMPANIES CONTRADICTS
ITS CLAIM TO INVESTMENT EXPERTISE
In addition to asking why one organization needs two representatives on the
Trico Board, you should ask yourself, why these two nominees? What is so
compelling about putting these two particular individuals on your Board --
individuals who have never presented any concrete plan for the "change" they
seek, despite repeated requests from your Board? Nominees who have told you
half the story about their investment expertise, conveniently leaving out the
poor performance they've brought to Global IP Systems and Viking Drilling. Mr.
Sveaas led Viking Drilling during a period when drilling activity was booming;
nevertheless, Viking Drilling's equity value has been completely erased through
a bankruptcy filing, and it continues to struggle to sell assets.
Charts accompanying this release are available at
http://media.primezone.com/cache/9036/file/6957.pdf
THE TRICO BOARD IS EXPERIENCED AND COMMITTED TO
ENHANCING VALUE FOR ALL STOCKHOLDERS
Your Board is actively engaged in pursuing solutions to improve our stock
performance and reduce our debt structure. Your Board is composed of seasoned
business and financial leaders who are actively engaged in building long-term
stockholder value. This Board, with the exception of one director, was
appointed by a committee of shareholders in 2005 and has managed through the
exceptionally difficult times we and others are now facing. We are confident
that we have the right strategies in place. In 2008, Trico's Board made the
difficult but necessary strategic decision to de-emphasize the offshore supply
vessel business (OSV) and expand our operations into the subsea service segment
(Subsea). We are optimistic about our growth prospects in Subsea in spite of
weakened global economic conditions. Our continued commitment to enhancing
stockholder value is reflected in our prudent preservation of liquidity, our
optimization of Subsea service and vessel utilization with national oil
companies and international majors, and our focus on cost containment in the
OSV segment. This Board has a plan to maximize value for all stockholders and
the expertise to guide management in its implementation.
PROTECT YOUR INVESTMENT IN TRICO
REJECT KISTEFOS'S NOMINATIONS AND PROPOSALS
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. 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,
/s/ Joseph S. Compofelice /s/ M. W. Scoggins
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.
For Investors:
Bob Marese
(212) 929-5500
Joele Frank, Wilkinson Brimmer Katcher
For Media:
Jamie Moser
Marin Kaleya
(212) 355-4449
Trico Marine Urges Stockholders to Reject Kistefos Nominees and Proposals
| Source: Trico Marine Services, Inc.