Speaking of HLX.....
Tuesday September 14, 8:29 pm Eastern Time
Company Press Release
Halter Marine Group and Friede
Goldman International Agree to Amend
Terms of Merger
GULFPORT and JACKSON, Miss.--(BUSINESS WIRE)--Sept. 14, 1999-- Halter Marine
Group, Inc. (''Halter'') (AMEX: HLX - news) and Friede Goldman International Inc. (''Friede
Goldman'') (NYSE: FGI - news) announced today that they have agreed to amend the terms of their
proposed merger due to developments related to a contract dispute with a significant customer, as
previously disclosed by Friede Goldman. Under the revised merger agreement, each Halter share will
be converted into 0.57 of a share of Friede Goldman. The closing under the revised merger
agreement will also be subject to the arrangement of bank financing for the combined company on
terms mutually agreeable to Halter and Friede Goldman. The merger proposal was announced on
June 1, 1999 and originally provided for the exchange of 0.4614 of a Friede Goldman share for each
Halter share. The boards of directors of both companies have approved the revised merger terms,
and the investment banking firms representing the two companies have delivered fairness opinions
based on the revised terms.
In late August, the parties received early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. Assuming approval of the merger at the stockholder
meetings of Friede Goldman and Halter, the parties expect to close the merger early in the fourth
quarter of calendar year 1999.
''We are pleased that this amendment to the terms of the proposed merger will allow us to move
forward to complete the merger,'' said Friede Goldman Chairman and CEO J. L. Holloway. ''We
continue to believe that the merger will provide a win-win situation for both companies and for all of
our customers.''
''We continue to be excited about the benefits to both companies from this merger, including
complementary product lines and expertise as well as financial synergies,'' said Halter Chairman,
President and CEO John Dane III.
Friede Goldman is a leading provider of offshore drilling services, including design, engineering, new
construction, repair, retrofit, and conversion. The company operates Friede & Goldman, Ltd., the
world's leading naval architecture and marine engineering firm for the offshore drilling market. The
company also operates four shipyards in the U.S. and Canada through its subsidiaries HAM Marine,
Friede Goldman Offshore, and Friede Goldman Newfoundland. The company also designs,
manufactures, and markets equipment for the worldwide offshore industry through its subsidiary
Brissonneau & Lotz Marine.
Halter is the world's foremost provider of design, construction, repair and conversion services for
vessels, offshore drilling rigs and engineered products serving the offshore energy industry. Its vessel
segment is also a leading provider of small to medium-sized ocean-going vessels for
government/military and commercial markets. Halter meets its customer requirements through
multiple domestic production facilities, four international ventures, a domestic workforce of
approximately 7,500 skilled craftsmen, engineers and administrative personnel, and a reputation for
quality and performance that is unsurpassed.
The statements contained in this press release that are not historical in nature are forward-looking
statements. The forward-looking statements contained here-in are based on current expectations and
are not guarantees since there are inherent difficulties in predicting future results, and actual results
could differ materially from those expressed or implied in the forward-looking statements. These
factors include, without limitation, those disclosed in the Form 10-K and 10-Q filings with the
Securities and Exchange Commission for Friede Goldman International and Halter Marine Group. |
