TODD SHIPYARDS CORPORATIONTodd Shipyards Corp • December 30th, 2010 • Ship & boat building & repairing • Washington
In connection with your consideration of a possible transaction (the “Transaction”) with Todd Shipyards Corporation, a Delaware corporation and/or its subsidiary corporations (collectively, the “Company”) pursuant to which you or your Affiliate (as defined herein) may acquire some or all of the equity or assets of the Company, the Company is prepared to provide to you reasonable access to and records relating to properties owned, leased, or operated by the Company; and certain other information concerning the past, current or prospective business, operations, assets and liabilities of the Company, certain of which information is either non-public, confidential or proprietary in nature. For purposes of this letter agreement, the term “Affiliate” shall mean any corporation, company or other business entity directly or indirectly controlling you or under your control. The term “control” means (i) direct or indirect beneficial ownership of greater than fifty percent (50%) of the voting sec
TODD SHIPYARDS CORPORATIONTodd Shipyards Corp • December 30th, 2010 • Ship & boat building & repairing
On behalf of the Board of Directors of Todd Shipyards Corporation (the “Company”), I am pleased to inform you that on December 22, 2010, the Company entered into a definitive Merger Agreement to be acquired by Nautical Miles, Inc. (“Purchaser”), a subsidiary of Vigor Industrial LLC (“Vigor”). Vigor and its subsidiaries operate several businesses that provide ship repair and conversion, barge building, industrial coating, machining, industrial real estate, and fabrication services. Pursuant to the terms of the Merger Agreement and subject to the conditions set forth in Purchaser’s Offer to Purchase, Purchaser commenced a tender offer today to purchase all of the outstanding shares of the Company’s common stock for $22.27 per share in cash, without interest and less applicable withholding taxes (the “Offer Price”).
