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Castle Harlan - Castle Harlan - Search results http://www.castleharlan.com Sat, 20 Apr 2024 13:43:18 +0000 Joomla! - Open Source Content Management en-gb Statia Terminals Group N.V. to Sell Subsidiaries to Kaneb Pipe Line Partners http://www.castleharlan.com/news/item/199-statia-terminals-group-nv-to-sell-subsidiaries-to-kaneb-pipe-line-partners http://www.castleharlan.com/news/item/199-statia-terminals-group-nv-to-sell-subsidiaries-to-kaneb-pipe-line-partners

Public Shareholders to Receive $18 per Share

Tumbledown Dick Bay, St. Eustatius, N.A. November 13, 2001 - Marine terminal operator Statia Terminals Group N.V. ("Statia" or the "Company") (Nasdaq:STNV) announced today that it has entered into a definitive agreement under which Kaneb Pipe Line Partners, L.P. (NYSE:KPP) will acquire the stock of Statia's three subsidiaries, including Statia Terminals International N.V., for a purchase price of approximately $307 million, including estimated cash on hand and the assumption of approximately $107 million of Statia debt.

 

The shareholders of Statia, a Netherlands Antilles company, will be asked to approve the sale of the subsidiaries (which constitute substantially all of the assets of Statia), an amendment to the articles of incorporation implementing a distribution mechanism for the proceeds of the sale, and the subsequent liquidation of the company, at an extraordinary meeting of shareholders to be held as soon as permissible.

 

After giving effect to the proposed amendment to the articles of incorporation, the class A shareholders will receive, in the aggregate, $108.2 million, or $18.00 per class A share in the transaction, a premium of $39.5% to the closing price of Statia class A shares on November 12, 2001. Approximately 6.01 million class A shares are currently outstanding. Holder's of Statia's 3.8 million class B shares will receive, in the aggregate, $62.3 million, or $16.40 per class B share, and holders of Statia's 38,000 class C shares are expected to receive, in the aggregate, approximately $8.1 million. In addition, holders of options to purchase class A shares will be paid an aggregate of $13.9 million out of the sale proceeds in consideration for the surrender of such options.

 

The transaction was approved unanimously by the Board of Directors of Statia, which also unanimously resolved to recommend that the holders of its class A and class B shares amend the articles of incorporation, approve the sale of the subsidiaries and approve the liquidation of the Company. Statia Terminals Holdings N.V. has granted Kaneb an irrevocable commitment to vote their approximately 39% ownership stake in Statia in favor of the transaction, assuming the class A shareholders approve the amendment to Statia's articles in a separate class vote. The transaction is expected to close in the first quarter of 2002.

 

James G. Cameron, President and Chief Executive Officer of Statia, stated "This is a very attractive transaction for our public shareholders, for our dedicated employees and for our customers. Kaneb is a world-class organization, and we can look forward to a future with them that holds great promise."

 

"The sale of Statia to Kaneb reflects the considerable progress we have made in recent years and offers our shareholders an opportunity to receive premium value for their shares. Statia today is one of the world's leading independent marine terminaling companies with world-class assets, strong financial results and a solid balance sheet. These achievements are a credit to our people, who have consistently demonstrated the experience and commitment necessary to capitalize on the potential of our assets. I look forward to working with the Kaneb management team to complete this transaction and successfully integrate our two companies.

 

In addition to shareholder approval, the transaction is subject to regulatory approvals and other customary conditions. Statia expects to mail definitive proxy materials to its shareholders in the near future.

 

Merrill Lynch & Co. served as financial advisor to Statia and Houlihan Lokey Howard & Zukin opined on the fairness of the transaction to the class A shareholders of Statia.

 

Statia provides storage, blending, processing and other marine terminaling services for crude oil, refined products and other bulk liquids to crude oil producers, integrated oil companies, traders, refiners, petrochemical companies, and others at its facilities located on the island of St. Eustatius, Netherlands Antilles, and at Point Tupper, Nova Scotia, Canada. The Company's facilities, with their deep-water ports, can accommodate substantially all of the world's largest oil tankers. In connection with its terminaling activities, Statia also provides value-added services, including delivery of bunker fuels to vessels, other petroleum product sales, emergency and spill response services, and ship services.

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websupport@netatwork.com (Super User) Statia Terminals Group N.V. Tue, 13 Nov 2001 00:00:00 +0000
Statia Terminals Announces First Quarter Distribution is Unlikely Due to Adverse Oil Market Conditions http://www.castleharlan.com/news/item/200-statia-terminals-announces-first-quarter-distribution-is-unlikely-due-to-adverse-oil-market-conditions http://www.castleharlan.com/news/item/200-statia-terminals-announces-first-quarter-distribution-is-unlikely-due-to-adverse-oil-market-conditions

ST. EUSTATIUS, NETHERLANDS ANTILLES, February 25, 2000 - Statia Terminals Group N.V. ("Statia" or the "Company") (NASDAQ: STNV) announced today that it is continuing to be affected by the high market price of crude oil and the uncertainty surrounding future crude oil production levels that results from the current accord between the major oil producing countries. This accord has resulted in significantly curtailed production, reduced movement of crude oil and petroleum products, a worldwide reduction of inventory, and market uncertainty regarding future production. The Company cannot predict when these producers or others will increase production so as to bring the supply and demand into balance and result in a more stable market

 

This market situation has negatively affected the Company's revenues, available cash, and earnings before interest expense, income taxes, depreciation, and amortization ("EBITDA"). If the current trend continues, the Company believes that it is unlikely that a distribution per common share will be paid following the end of the first quarter of 2000. Should this be the case, and as required by the Company's Articles of Incorporation, the difference between the target quarterly distribution of $0.45 and any lesser distribution per share /cn/ll accrue for payment from the Company's future available cash.

 

As conditions warrant, the Company intends to continue periodic open market purchases of its Class A common stock under the stock purchase program announced December 14, 1999.

 

Statia provides storage, blending, processing and other terminaling services for crude oil, refined products and other bulk liquids to crude oil producers, integrated oil companies, traders, refiners, petrochemical companies and others at its facilities located on the island of St. Eustatius, Netherlands Antilles, and at Point Tupper, Nova Scotia, Canada. The Company's facilities, with their deep-water ports, can accommodate substantially all of the world's largest oil tankers. In connection with its terminaling activities, Statia also provides value-added services, including delivery of bunker fuels to vessels, other petroleum product sales, emergency and spill response services, and ship services. The Company is headquartered in Curacao, Netherlands Antilles, and maintains an administrative office in Deerfield Beach, Florida.

 

Cautionary Statement Regarding Forward-Looking Statements

This release contains forward-looking statements and projections made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and within the meaning of the Section 27A of the Securities Act of 1933. Such statements and projections are subject to a number of risks and uncertainties. The Company has made every reasonable effort to ensure that the information and assumptions on which these statements and projections are based are current, reasonable and complete. However, actual results in the future could differ materially from those described in the forward-looking statements and projections as a result of fluctuations in the supply of and demand for crude oil and other petroleum products, changes in the terminaling industry, added costs due to changes in government regulations affecting the petroleum industry, the loss of one or more customers, the financial condition of the Company's customers, interruption of operations caused by adverse natural conditions, changes in the United States economy, risks associated with the Year 2000, and other factors detailed in the Company's Securities and Exchange Commission filings. The Company does not undertake any obligation to publicly release the results of any revisions to these forward-looking statements and projections that may be made to reflect any future events or circumstances.

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websupport@netatwork.com (Super User) Statia Terminals Group N.V. Fri, 25 Feb 2000 00:00:00 +0000
Castle Harlan Fund Completes Purchase of Statia Terminals http://www.castleharlan.com/news/item/201-castle-harlan-fund-completes-purchase-of-statia-terminals http://www.castleharlan.com/news/item/201-castle-harlan-fund-completes-purchase-of-statia-terminals

NEW YORK, December 2 -- Castle Harlan, Inc., the New York merchant bank, announced today that an investment fund it manages had completed the purchase, with management, of the Statia group of marine terminal companies from Praxair, Inc. (NYSE: PX) for $210 million.

 

David B. Pittaway, a managing director at Castle Harlan, said the companies will be combined as Statia Terminals Group N.V., and will be one of the world's largest independent marine terminal companies. Its headquarters will be in Deerfield Beach, Florida.

 

Castle Harlan had announced September 25 the agreement to make the purchase.

 

Statia's three large storage and transshipment facilities are located on the island of St. Eustatius, Netherlands Antilles; in Point Tupper, Nova Scotia, Canada; and in Brownsville, Texas. The Caribbean and Canadian facilities accommodate the world's largest oil tankers.

 

Statia provides terminal storage and other services for crude oil, refined products and other bulk liquids to crude oil producers, integrated oil companies, oil traders and refiners and petrochemical companies.

 

Pittaway said the company's revenues had grown through acquisitions and expansion from $87 million in 1990 to more than $135 million last year. At the same time, its storage capacity had grown from 4.4 million barrels to more than 20 million barrels.

 

The Statia terminals are being acquired by Castle Harlan Partners II, L.P., a private equity investment partnership with capital of $275 million. Castle Harlan, founded in 1987, is headed by John K. Castle, its chairman, and Leonard M. Harlan, president. Since its inception, it has completed acquisitions exceeding $2.5 billion.

 

Praxair is the largest industrial gases company in North and South America, and one of the largest worldwide, with annual sales of more than $4 billion.

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websupport@netatwork.com (Super User) Statia Terminals Group N.V. Mon, 02 Dec 1996 00:00:00 +0000
Castle Harlan Agrees To Acquire Praxair's Marine Terminal Companies http://www.castleharlan.com/news/item/202-castle-harlan-agrees-to-acquire-praxairs-marine-terminal-companies http://www.castleharlan.com/news/item/202-castle-harlan-agrees-to-acquire-praxairs-marine-terminal-companies

NEW YORK, September 25, 1996 -- Castle Harlan, Inc., the New York merchant bank, announced today that an investment partnership it manages had agreed to buy, in conjunction with management, the Statia group of marine terminal companies from Praxair, Inc. (NYSE: PX), for $210 million. The companies will be combined as Statia Terminals Group N.Y. and will be one of the world's largest independent marine terminal companies.

 

Statia's primary business is providing independent terminal storage and other services for crude oil, refined products and other bulk liquids to crude oil producers, integrated oil companies, oil traders and refiners and petrochemical companies.

 

Statia owns and operates three large storage and transshipment facilities --- on the island of St. Eustatius, Netherlands Antilles; in Point Tupper, Nova Scotia, Canada; and in Brownsville, Texas. The Caribbean and Nova Scotia facilities accommodate the world's largest oil tankers.

 

David B. Pittaway, a managing director at Castle Harlan who negotiated the transaction, said that Statia was one of the five largest independent marine terminal companies in the world and "a company of great potential."

 

"The demand for petroleum products is strong and continues to rise in the United States, Statia's primary market," he said. 'We are confident that these long-term trends will continue to provide great opportunities for the company."

 

He noted that the company's revenues had grown through acquisitions and new business from $87 million in 1990 to more than $135 million last year, and its storage capacity in the same period grew from 4.4 million barrels to more than 20 million barrels.

 

Completion of the transaction is subject to regulatory approvals and satisfactory financial arrangements, Pittaway said.

 

In addition to the terminal facilities, Statia also sells bunker fuel to ships, blends and processes petroleum products and offers emergency and spill response services.

 

The company is being acquired by Castle Harlan Partners II, L.P., a private equity investment partnership with capital of $275 million. Since Castle Harlan's founding in 1987, it has completed acquisitions exceeding $2.5 billion.

 

Castle Harlan was founded by John K. Castle, a pioneer in institutional private equity investing through limited partnerships and the former president and chief executive officer of Donaldson, Lufkin & Jenrette, the investment banking firm, and by Leonard M. Harlan, founder and former chairman of The Harlan Company, a diversified real estate finance and advisory firm that was sold earlier this year to Ernst & Young, the accounting firm.

 

Castle Harlan's portfolio companies have included Delaware Management Company, a Philadelphia money-management firm with more than $30 billion under management; Ethan Allen Interiors, the furniture manufacturer and retailer; Smarte Carte, the airport luggage-cart rental company; and Morton's Restaurant Group, owner of the Morton's of Chicago steakhouses.

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websupport@netatwork.com (Super User) Statia Terminals Group N.V. Wed, 25 Sep 1996 00:00:00 +0000