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Kistefos Submits a Revised Proposal to Trico Marine Board

Published Jan 20, 2011 4:18 PM by The Maritime Executive

Proposal Asks Stockholders to Increase Board to Nine and Elect Two Experienced Nominees as Part of Effort to Reverse Trico’s Startling Loss of Stockholders Value. Kistefos Confident There are No Jones Act Issues; Asks Board to Set Aside Legal Maneuvers and Focus on Reversing the Company’s Poor Operating Performance

OSLO, Norway Kistefos AS, the largest shareholder of Trico Marine Services, Inc. (NASDAQ: TRMA), an integrated provider of subsea, trenching and marine support vessels and services, announced today that it has revised its proposal to nominate two of its executives for election to Trico’s Board. In a formal notice sent to the Company yesterday, Kistefos proposed allowing stockholders to vote on increasing the size of the current Board by two to nine directors at Trico’s 2009 Annual Meeting. Kistefos has nominated Christen Sveaas and Åge Korsvold, two experienced executives with extensive operational expertise in the energy and offshore services industry, to fill the newly created vacancies on the Board.

Separately, Kistefos sent a letter to the Company’s independent directors yesterday that said while it is disappointed with Trico’s response to its repeated attempts at conducting a productive dialogue, it believes that this revised submission is an effective solution that meets Trico’s qualification criteria and gives stockholders the representation they deserve on the Board of Directors. Kistefos is confident that this proposed Board structure will ensure that Trico continues to be in compliance with the Jones Act, while rightly giving stockholders an opportunity to have their voices heard on the most important matter at hand: Trico’s future.

Among the points raised in the letter are the following:

The real issues at hand are Trico’s financial and operating performance and the significant loss of stockholder value, especially in the past year.

Kistefos asks the Board to set aside legal maneuvers and to focus on the real issues at the Company – the startling loss of stockholder value and poor operating performance demonstrated by Trico over the past year. Kistefos continues to believe there is significant inherent value in Trico and believes the infusion of new talent and ideas into Trico’s board room would help cultivate that value for the benefit of all stockholders.

There is no Jones Act issue raised by Kistefos’ proposal.

Although Kistefos continues to disagree with the Board that the nomination of Messrs. Sveaas and Korsvold would put the Company in non-compliance with the Jones Act, Kistefos has nonetheless revised its proposal to eliminate any threat of potential legal risks so the focus can be moved away from misplaced legal objections and back to the original intent of its proposal: to restore value to the company.

There are no concerns under competition law.

Kistefos continues to believe there are no meaningful concerns under competition law between Trico and Kistefos’ portfolio company, Viking Supply Ships AS - two companies that serve entirely different customers in different segments of the market. However, to again put the focus back to the core issue of the destruction of stockholder value, if elected as a director of Trico, Åge Korsvold has agreed to step down as chairman of Viking. Therefore, neither of Kistefos’ director nominees would be in any competitive conflict from joining the Board of Trico.

About Kistefos AS

Kistefos AS is a private investment firm focused on making investments in medium-sized companies. Kistefos typically invests in turnaround opportunities and businesses that experience industry consolidation. Kistefos has holdings in dry cargo-shipping, offshore services and financial services, as well as technology-founded investments and real estate development. Kistefos AS was founded in 1979 and is based in Oslo, Norway.