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International Seaways Responds to Seatankers Group

31 Μαΐου 2023.

internationalseaways26Reiterates Commitment to Delivering Shareholder Value

Provides Important Context Regarding Engagement with Seatankers

Recommends Shareholders Vote “FOR” All International Seaways Directors and All Other Proposals at Upcoming Annual Meeting

International Seaways, Inc. (NYSE: INSW) (the “Company” or “INSW”), one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products, issued the following statement in response to the public letter released this morning by Famatown Finance Limited (“Seatankers”).

The INSW Board of Directors and management team are committed to delivering value to all INSW shareholders. To that end, we want to address the misleading statements made by Seatankers in its public letter today regarding the Company’s performance, governance and history of engagement with Seatankers.

In light of the Company’s upcoming Annual Meeting, we also want to reiterate the Board’s recommendation that shareholders vote “FOR” all of the Company’s director nominees and protect the value of their investment by also voting “FOR” the ratification of the shareholder rights plan and the other proposals outlined in the Company’s proxy materials.

Here are the facts:

• INSW has a track record of outperformance and delivering strong shareholder returns. Our Board and management team have been executing a balanced capital allocation strategy, which, among other things, has included:
• A transformational merger in 2021 that added, at the time, 60 vessels to the fleet and gained scale in the MR class, which daily earnings have grown approximately 220% over the last twelve months when compared to the 10 year average and more than any other asset class;
• Recapitalization of the balance sheet, including refinancing the Company’s largest senior secured facility and repaying over $212 million in debt over the last twelve months, which have resulted in an estimated forward cash break even below $17,000 per day; and
• A focus on returning capital to shareholders, including returning over $370 million since 2020 and nearly $190 million in 2023 to date.

In large part due to the actions we have taken, INSW delivered record results in 2022, and our momentum has continued in 2023. Our total shareholder returns have outperformed peers over the last year and since our separation from Overseas Shipholding Group, Inc1 and with our increased scale, diverse and younger fleet and strong financial position, we are well-positioned to capture the upside of the favorable macro trends in the tanker market.

• The Company’s strong performance has been overseen by INSW’s diverse, highly qualified and experienced Board. Our Board is composed of directors who bring track records of value creation, executive leadership experience in the energy and transportation sectors and M&A and capital allocation expertise to the oversight of our strategy and performance. We are committed to diversity as a Board and 40% of our Board is diverse.

Notably, Seatankers is targeting – without explanation – two of the three women on the Company’s Board, each of whom bring significant industry experience and expertise, including the Company’s Chief Executive Officer who has been instrumental in driving the successful execution of our strategy (including in particular our value-enhancing merger with Diamond S), and another who served as Chief Accounting Officer and Company Secretary of Frontline Ltd and who served as a director of Frontline for over 15 years.

Leading proxy advisors ISS and Glass Lewis have recommended in favor of each of the Company’s director nominees at the Company’s Annual Meeting.

• We have engaged extensively with Seatankers over the last year to reach a constructive resolution. Since they acquired their stake last year, we have engaged with Seatankers, including more than ten in-person or virtual engagements, in an attempt to establish a constructive relationship and allow INSW to focus on executing our strategy and delivering strong performance. We have proposed reasonable settlement terms, including a draft cooperation agreement, the terms of which included Board representation, together with customary cooperation and standstill provisions that limit the unnecessary distraction of a proxy fight and protect the value of our other shareholders’ investment from a hostile takeover by Seatankers at an inadequate price. While we made our best effort to engage, Seatankers chose not to respond to our last proposal and the letter published today is the first we have heard from them since October 2022.

Given Seatankers’ status as a competitor to the Company, we believe having a reasonable and customary standstill is critical to allow our other shareholders to realize the full value of their investments. Seatankers, however, refused to enter into any settlement that meaningfully restricted their ability to pursue proxy fights and hostile activity while on the Board. To deter abusive takeover tactics from Seatankers in the absence of a formal settlement agreement, we have maintained a shareholder rights plan, which we are submitting for shareholder ratification at our upcoming Annual Meeting.

Both ISS and Glass Lewis have also recommended that shareholders vote to ratify the amended and restated shareholder rights plan.

• Over the course of our engagement with Seatankers, we have monitored the disruptive and value-destructive actions by Seatankers’ founder, John Fredriksen, in connection with the failed Frontline-Euronav transaction. Thedrawn-out public disputes involving Fredriksen’s Frontline and Euronav, and actions such as Frontline’s unilateral termination of their consolidation agreement, highlight the risks to shareholder value that could be realized by Seatanker’s disruptive tactics. Our Board and management are committed to acting in the best interest of allshareholders and will continue to take actions to protect shareholder value, while continuing to deliver strong performance through focused execution and our balanced capital allocation strategy.

The INSW Board and management team are open-minded with respect to all value creation opportunities and will continue to take actions that are in the best interest of the Company and all of its shareholders.

International Seaways recommends shareholders vote “FOR” all of the proposals included in the Company’s proxy materials, including for all of the Company’s director nominees and the amended and restated shareholder rights plan, at upcoming Annual Meeting scheduled for June 6, 2023.

About International Seaways, Inc.

International Seaways, Inc. (NYSE: INSW) is one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products in International Flag markets. International Seaways owns and operates a fleet of 76 vessels, including 13 VLCCs, 13 Suezmaxes, five Aframaxes/LR2s, eight LR1s and 37 MR tankers. International Seaways has an experienced team committed to the very best operating practices and the highest levels of customer service and operational efficiency. International Seaways is headquartered in New York City, NY.

Source: International Seaways, Inc.