Stelios and Polys Haji-Ioannou Comment on Stelmar Announcement.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Stelios Haji-Ioannou, founder of Stelmar Shipping Ltd (NYSE NYSE See: New York Stock Exchange :SJH SJH St Johns Hospital SJH Schweizerische Jugendherbergen (Swiss Youth Hostels) SJH Sisters of Jesus Our Hope (Catholic Order of Nuns, New Jersey) SJH Saint James's Hospital (Dublin, Ireland) ), and Chairman of EasyGroup (which includes EasyJet, Plc) (LSE LSE - Language Sensitive Editor : EZJ EZJ Easy Job ), and Polys Haji-Ioannou issued the following comments:
A[micro] We will not accept $40 for our shares and neither should any other
Stelmar shareholder. We know this Company is worth more and so do
others. Actions speak louder than words and just last week we were
approached by a leading US investment bank on behalf of a shipping
company that offered us $42 per share for our shares and expressed
an interest in acquiring the entire Company. We turned this offer
down because we are confident that in order to maximize value
there needs to be a robust, transparent and competitive process
open to all interested strategic buyers, as opposed to negotiating
with only one buyer and favoring the interest of a few at the
expense of the majority of Stelmar shareholders.
A[micro] We think the Directors who lead this charade with Fortress
(Hartley, Goodfellow and Molaris) should resign, if they lose the
vote on Tuesday, and the outside Directors should call for new
elections of Directors within a month. The Board should stop
giving Fortress sweetheart treatment and open up the bidding
process to all bidders again, by releasing all previous bidders
from their standstill agreements.
A[micro] This latest pathetic attempt by the Stelmar Board to allow
Fortress to steal the full value of the Company has convinced us
that they are acting in their own competing self-interest. We
believe the disclosure in Stelmar's proxy about the examples of
executive compensation given to them by Fortress is not complete
and there is more than meets the eye. Based on our experience from
other private equity deals, we suspect they have been promised a
piece of the upside which we, as shareholders, will be deprived
of.
A[micro] Do not believe the directors of Stelmar.
A[micro] These people told you emphatically only last Thursday that
accepting $38.55 was in your best interest. Now they are trying to
"nickle and dime" their way out of what looks likely to become one
of the most embarrassing votes of no confidence any Board has ever
faced in US financial history. A cash bid rejected by shareholder
vote, without a competing offer.
A[micro] Whilst not the only measure to judge this offer, we will focus on
the one that is favored by management. Since May 14, Stelmar's
peer group(1) has appreciated almost 70% vs the 60% that the
Fortress offer represents. In other words, Fortress is stealing
Stelmar without even paying for a control premium.
Stelios and Polys Haji-Ioannou noted that they intend to vote AGAINST the Fortress transaction and urge their fellow shareholders to do the same. For information about how to vote the GREEN proxy card, Stelmar shareholders can contact Stelios and Polys Haji-Ioannou's proxy solicitor Proxy Solicitor A specialist (firm) hired to gather proxy votes. , MacKenzie Partners, Inc., by calling (212) 929-5500 or toll free at (800) 322-2885. Stelmar shareholders are reminded that if they do not receive a proxy statement and GREEN proxy card from Stelios and Polys Haji-Ioannou, they may contact MacKenzie Partners to request these materials or they may vote AGAINST proposal 1 - the Fortress transaction - on the proxy card provided by Stelmar in its proxy solicitation materials that were sent to shareholders in October, which will have the same effect. IMPORTANT INFORMATION Stelshi Holding Ltd. and Stelphi Holding Ltd. have filed a proxy statement as exhibits to their Schedules 13D, as amended, with the Securities and Exchange Commission urging other shareholders of Stelmar Shipping Ltd. to vote against the proposed merger between Stelmar and affiliates of Fortress Investment Group Fortress Investment Group (NYSE: FIG) is a New York, NY-based asset management firm which manages private equity, hedge funds and real estate and railroad-related investments, with announced plans to move into casinos and horse racing. LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , which has been endorsed by Stelmar's management in their proxy solicitation distributed to shareholders of Stelmar on Stelmar's Form 6-K filed on October 15, 2004, in connection with a special meeting of shareholders of Stelmar in relation to the proposed Fortress transaction and other matters that may arise, to be held on November 16, 2004. The proxy statement can be found as Exhibit A to Stelshi's Schedule 13D/A D/A See: Documents Against Acceptance filed on November 10, 2004 and Stelphi's Schedule 13D/A was filed on November 12, 2004. Stelshi and Stelphi have also sent a letter to shareholders urging them to vote AGAINST the merger, which contains many of the key points described in greater detail in the proxy statement, and such letter can be found as Exhibit A to their Schedules 13D/A filed with the SEC on November 3, 2004. SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. THE PROXY STATEMENT AND THE AFOREMENTIONED LETTER ARE AVAILABLE FOR FREE AT WWW WWW or W3: see World Wide Web. (World Wide Web) The common host name for a Web server. The "www-dot" prefix on Web addresses is widely used to provide a recognizable way of identifying a Web site. .SEC.GOV, ALONG WITH ANY OTHER RELEVANT DOCUMENTS. YOU MAY ALSO OBTAIN A FREE COPY OF THE PROXY STATEMENT OR THE LETTER BY CONTACTING MACKENZIE PARTNERS AT (212) 929-5500, OR TOLL-FREE AT (800) 322-2885, OR BY SENDING AN EMAIL See e-mail. TO proxy@mackenziepartners.com. INFORMATION REGARDING THE NAMES OF PERSONS WHO MAY BE DEEMED TO BE PARTICIPANTS IN THIS SOLICITATION OF STELMAR'S SHAREHOLDERS, AND THEIR DIRECT AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, IS AVAILABLE IN THE PARTICIPANTS' SCHEDULES 13D FILED WITH THE SEC, AS AMENDED FROM TIME TO TIME. Stelshi and Stelphi have retained MacKenzie Partners, Inc., a proxy solicitation firm, in order to assist it in communicating with Stelmar shareholders in connection with Stelmar's November 16, 2004 special meeting of shareholders to vote on the proposed merger with Fortress. Stelshi and Stelphi urge all Stelmar shareholders to protect the value of their investment by voting against Fortress' efforts to buy Stelmar at a discounted price. (1) Stelmar's peer group is TK, OMM OMM Organisation Météorologique Mondiale (French: World Meteorological Organization) OMM Organización Meteorológica Mundial (Spanish: World Meteorological Organization) OMM Organizzazione Meteorologica Mondiale , OSG OSG Open Scene Graph OSG Open Science Grid OSG Office of the Secretary-General (United Nations) OSG Open Systems Group OSG Office of the Surgeon General (HHS - PHS) , TNP TNP The New Paper (Singapore newspaper) TNP Tratado de No Proliferación Nuclear (French) TNP Trattato di Non Proliferazione Nucleare (Italian) , GMR (Giant Magnetoresistance) See magnetoresistance. , FRO. |
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