Liberty Shipping files suit against International Shipholding

Liberty Shipping Group's effort to acquire International Shipholding Corp. took a turn Friday, with Liberty filing lawsuits against the Mobile, Ala.-based company and its directors in both the Court of Chancery of the State of Delaware and Federal District Court for the Southern District of New York.

Liberty said the Delaware suit seeks to compel the defendants to fulfill their fiduciary duties to all International Shipholding stockholders, while the complaint in New York alleges failure to comply with a number of federal securities laws.

Since we made our proposal to International Shipholding more than two months ago, we have tried repeatedly to engage in discussions with the company and its advisors. As evidence of our good faith efforts to begin a constructive dialogue, we provided International Shipholding, at their request, with financial information about Liberty. In contrast, to date, International Shipholding has refused to provide us with any information about the company, Liberty said in a statement.

While we would prefer to work cooperatively with the special committee of the board to negotiate a transaction, we are studying our options and reserve the right to take our proposal directly to the International Shipholding stockholders and nominate a new slate of directors that is prepared to represent the interests of all stockholders, said Liberty, which is based in Lake Success, N.Y.

On Sept. 2, Liberty announced a proposal to acquire all outstanding shares of International Shipholding common stock for $25.75 per share in cash.

International Shipholding has formed a special committee of the non-management members of the board of directors to evaluate the Liberty offer and they retained Lazard Freres & Co. LLC to act as its financial advisor and Thacher Proffitt & Wood LLP to act as its legal advisor.

International Shipholding said the special committee intends to review and evaluate with its financial and legal advisors the proposal from Liberty as well as any other proposals or alternative courses of action, and to provide its recommendations to the full board. 

Source: American Shipper