Seaspan Corporation (NYSE: SSW) ("Seaspan") announced the preliminary results of its tender offer for the purchase of up to 10,000,000 of its Class A common shares at a price of $15.00 per share, which expired at 12:00 midnight EST on Wednesday, January 11, 2012.
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 21,290,859 shares of Seaspan's Class A common shares were properly tendered and not properly withdrawn, including 1,381,415 shares that were tendered through notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Seaspan expects to accept for purchase 11,300,000 shares of its Class A common shares at a purchase price of $15.00 per share, for an aggregate cost of approximately $169.5 million, excluding fees and expenses relating to the tender offer.
The total number of shares expected to be purchased in the tender offer includes an additional 1,300,000 shares purchased pursuant to Seaspan's right to increase the number of shares purchased by no more than 2% of its outstanding shares, without amending or extending the tender offer.
The 11,300,000 shares expected to be purchased in the tender offer represent approximately 16% of Seaspan's currently issued and outstanding shares of common stock. Based on these preliminary numbers, Seaspan anticipates that, following settlement of the tender offer, it will have approximately 58,367,460 common shares outstanding.
Due to the oversubscription of the tender offer, Seaspan expects that the number of shares that Seaspan will purchase from each tendering shareholder will be prorated. Based on the preliminary count, Seaspan estimates that the proration factor will be approximately 53%, subject to the impact of "odd lot" holders whose shares will be purchased on a priority basis.
The number of shares to be purchased and the proration information are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the three trading-day settlement period.
The final number of shares to be purchased and the final proration information will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process.
Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter, which Seaspan currently expects to be on or about January 19, 2012. < Korea Shipping Gazette >
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