Saltchuk To Buy Great Lakes Dredge & Dock

Great Lakes Dredge & Dock Corporation (GLDD), the largest provider of dredging services in the United States, and Saltchuk Resources Inc., a privately owned family of diversified freight transportation, marine service and energy distribution companies, announced a definitive agreement February 11 for Saltchuk to acquire Great Lakes at an aggregate equity value of approximately $1.2 billion and a total transaction value of $1.5 billion.

Saltchuk is based in Seattle, with consolidated annual revenue of approximately $5.6 billion and 8,800 employees.

The 136-year-old Great Lakes Dredge & Dock Corporation employs experienced civil, ocean and mechanical engineering staff in its estimating, production and project management functions. The company owns and operates a fleet of about 200 specialized vessels.

Under the terms of the agreement, which have been unanimously approved by the board of directors of both companies, Saltchuk will commence a tender offer to acquire all outstanding shares of the company for $17 per share in cash. The per-share purchase price represents a 25 percent premium to Great Lakes’ 90-day volume-weighted average price as of February 10, as well as a 5 percent premium to the company’s all-time high closing price.

“We are pleased to have reached this agreement with Saltchuk that delivers significant value for our shareholders,” said Lawrence R. Dickerson, chairman of the Great Lakes Dredge & Dock board of directors. “After extensive review, we have determined that this transaction is in the best interests of Great Lakes’ shareholders as it delivers immediate and certain value at a premium to the company’s all-time high valuation.”

Lasse Petterson, president and CEO of GLDD, emphasized the two companies’ similar vision and values.

“We are happy to join Saltchuk’s family of companies who share our unique company culture, with focus on safety and our community, customers and employees,” Petterson said. “Our long-term growth strategy will continue with a partner who shares our vision while maintaining our leadership position in U.S. dredging and global offshore energy.”

Mark Tabbutt, chairman of Saltchuk, said, “We are honored to begin our association with Great Lakes. Our goal is to provide a permanent home for great companies that serve their communities, and Great Lakes is a perfect match. We look forward to welcoming the roughly 1,200 Great Lakes employees joining the Saltchuk family.”

The tender offer will be subject to customary closing conditions, including the expiration of the Hart-Scott-Rodino Act waiting period and the tender of shares representing at least one share more than a majority of Great Lakes’ outstanding shares of common stock. The acquisition is expected to close in the second quarter this year. Promptly following the successful completion of the tender offer, Saltchuk will acquire all remaining Great Lakes shares not purchased in the tender offer through a second-step merger at the same price. The company’s board of directors unanimously recommends that Great Lakes’ stockholders tender their shares in the tender offer.

Upon completion of the transaction, Great Lakes will operate as a standalone business within Saltchuk, and its common stock will no longer be listed on the Nasdaq.

The transaction is not subject to a financing condition. It is supported by fully committed financing from Bank of America, Wells Fargo, U.S. Bank and PNC.