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24 January 2005 – LAWFUEL – The Law News Network – International law f…

24 January 2005 – LAWFUEL – The Law News Network – International law firm Norton Rose advised Stelmar Shipping Limited (Stelmar) on its acquisition by Overseas Shipholding Group, Inc. for US$48.00 per share in cash.

This represents the conclusion of Stelmar’s
review of strategic alternatives for further enhancing shareholder value
announced on 28 June 2004, and follows on from the process conducted by
a special committee of Stelmar’s Board of Directors to solicit and
negotiate proposals for the sale of Stelmar following the shareholders’
earlier rejection of an offer of US$40 per share from affiliates of
Fortress Investment Group LLC. This transaction has an aggregate equity
market value of US$843 million and a total value, including Stelmar’s
outstanding debt, of US$1.3 billion.

The merger creates the second largest publicly traded oil tanker company
measured by number of vessels and the third largest measured by
deadweight tons. The combined company has a fleet of 90 international
flag vessels totalling 12.8 million deadweight tons. The combined
international flag fleet is among the youngest fleets in the industry,
and 97% of the vessels are double-hulled or double-sided.

The price represents a premium of 92 per cent over the closing price of
Stelmar’s common stock on 14 May 2004, the last day trading prior to the
announcement of a proposal for a business combination involving Stelmar,
and a premium of 8 per cent over the closing price of Stelmar’s common
stock on 10 December 2004. The transaction is expected to be completed
by the end of January 2005.

The Norton Rose team, which advised Stelmar in conjunction with Shearman
& Sterling and Seward & Kissel, was led by Laurence Levy and Dimitri
Sofianopoulos, and assisted by Jenn-Hui Tan, Christina Economides, Chloe
Sheppick, Karin Kirschner and Frieda Levycky. Specialist shipping advice
was provided by partner Richard Howley, who was assisted by Scott
McCabe.

Morgan Stanley and Jefferies provided financial advice to Stelmar.

British MP George Galloway and his opponent the Daily Telegraph will leave no stone unturned to sort out what could be a spectacular libel case.