Trico Adds One Last Word On the Jones Act
THE WOODLANDS, Texas, June 4, 2009 (GLOBE NEWSWIRE) -- Trico Marine Services,
Inc. (Nasdaq:TRMA) (the "Company" or "Trico") today announced that Proxy
Governance and Egan-Jones, two leading independent proxy voting advisory firms,
recommend that Trico stockholders use the WHITE proxy card to vote FOR all of
the Company's director nominees at the Company's June 10, 2009 Annual Meeting
of Stockholders. These recommendations follow the recommendation by Glass Lewis
& Co., another leading independent proxy advisory firm, that stockholders vote
in favor of Trico's nominees -- Joseph S. Compofelice and Ben A. Guill.
In its June 4, 2009 report recommending the election of all Trico nominees,
Proxy Governance states*:
"As the board has developed and -- despite the unforeseen challenges of
post-merger macroeconomic events -- pursued a strong, viable strategy to build
sustainable long-term shareholder value, and as we find no evidence the company
is in need of turnaround experts on the board itself, we believe shareholders
would be best served by electing the management nominees."
In its June 4, 2009 report recommending the election of all Trico nominees,
Egan-Jones states*:
"We believe that our support for the management ballot is merited and that
voting the management ballot is in the best interest of the Company and its
shareholders. In arriving at that conclusion, we have considered the following
factors:
1. While acknowledging the Company's financial difficulties and
related stock performance, we believe that Kistefos has not
provided a convincing plan which would likely lead to improved
shareholder value.
2. We are confident that the current Trico Board is not only
experienced and committed to enhancing value for all stockholders
but is actively engaged in pursuing solutions to improve stock
performance and reduce debt.
3. We are not persuaded that election of the dissidents' slate to the
board of directors would work to the benefit of shareholders."
The Company today also issued the following statement with respect to the Jones
Act:
"We realize that both we and Kistefos have talked a lot about the Jones Act
over the past few weeks. And we admit that some of the discussion has been
technical and maybe confusing. But Trico's Board takes these issues seriously
because non-compliance with the Jones Act would have serious consequences to
the Company, including events of default under our debt structure. So, in
making a voting decision, Trico's Board wants all stockholders to know the
facts.
"Because of the importance of the issue, we thought we'd take one final
opportunity to summarize what the U.S. Maritime Administration (or MarAd) has
said about Kistefos's proposals so stockholders can judge for themselves.
First, MarAd sent a letter to Kistefos on April 3rd explaining that Kistefos's
package of proposals -- expanding Trico's Board to nine directors with seven
U.S. citizens, with a quorum of seven, six of whom are U.S. citizens -- would
comply with the Jones Act. We've never disputed that. However, the Jones Act
also includes broadly written provisions prohibiting non-citizen control by
'any other means.' And in its April letter and a May 29th letter to us, MarAd
identified three other issues that may put Trico's Jones Act eligibility at
risk. For example, MarAd has explained that, the fact that Kistefos's
non-citizen director nominees are affiliates of a 22% non-citizen stockholder
"does not necessarily" violate the Jones Act. In other words, it might violate
the Jones Act. MarAd also informed Trico in the May letter that '[w]hile
Kistefos's proposals, if adopted in their entirety, may comply with the Jones
Act, we have identified at least one possible outcome of the voting at the
Annual Meeting that could present problems regarding Trico's Jones Act
eligibility.' Finally, MarAd explained that, because Kistefos's 'Independent
Proxies' have the ability to vote in their discretion on certain matters that
may come before the annual meeting, this 'may put Trico's Jones Act eligibility
at risk.'
"After considering all that MarAd has had to say, Kistefos has taken the
position that MarAd has confirmed that 'there are no Jones Act issues.' We
believe that MarAd's position is that certain matters related to Kistefos's
proposals 'may put Trico's Jones Act eligibility at risk.' After evaluating
everything MarAd has said, including most recently in its May 29th letter which
we made available to all of our stockholders and which we encourage
stockholders to read in its entirety, we'd simply ask stockholders to judge for
themselves whose position on this issue is the best for Trico."
Trico reminds stockholders that their vote at the upcoming Annual Meeting of
Stockholders is important no matter how many shares they own. We urge
stockholders to vote on the WHITE proxy card FOR Trico's nominees -- Joseph S.
Compofelice and Ben A. Guill -- and AGAINST the Kistefos proposals.
*Permission to use quotations was neither sought nor obtained.
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
Proxy Governance and Egan-Jones Recommend Vote On White Proxy Card for Company's Nominees
| Source: Trico Marine Services, Inc.