K-Sea Transportation Partners L.P. (NYSE: KSP) ("K-Sea”) announced today
it has established a record date for a special meeting of its
unitholders to consider and vote on a proposal to adopt a previously
announced definitive merger agreement with Kirby Corporation (NYSE: KEX)
("Kirby”). Pursuant to the terms of the agreement, K-Sea will become a
wholly-owned subsidiary of Kirby.
K-Sea unitholders of record as of the close of business on May 26, 2011,
are entitled to notice of the special meeting and to vote at the special
meeting. The special meeting will be held on Friday, July 1, 2011, at
9:00 a.m., local time, at One Tower Center Boulevard, 17th
Floor, East Brunswick, New Jersey 08816.
Holders of K-Sea common units have the right to elect whether to receive
all cash or a combination of cash and Kirby common stock as
consideration for their K-Sea common units. In order to properly make an
election, holders of K-Sea common units must submit the requisite
election materials to the exchange agent for the merger by the election
deadline, which is 5:00 p.m., New York time, on June 28, 2011. K-Sea
unitholders with questions relating to the election or transmittal of
materials, including those who hold common units through a broker or
bank, may contact Georgeson Inc., the information agent for the merger,
at (866) 278-8941.
Additional Information
In connection with the proposed merger, Kirby filed with the Securities
and Exchange Commission ("SEC”) a registration statement on Form S-4
that includes a proxy statement of K-Sea and a prospectus of Kirby. On
or about June 1, 2011, K-Sea began mailing the definitive proxy
statement/prospectus to the unitholders of K-Sea. INVESTORS ARE URGED TO
CAREFULLY READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS AND OTHER MATERIALS REGARDING THE PROPOSED MERGER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT KIRBY AND K-SEA AND THE
PROPOSED TRANSACTION. Investors may obtain a free copy of Kirby’s
registration statement on Form S-4, the proxy statement/prospectus and
other documents containing information about Kirby and K-Sea, without
charge, at the SEC’s web site at www.sec.gov.
Copies of the proxy statement/prospectus and the filings with the SEC
that are incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, from K-Sea’s website at www.k-sea.com.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction.
Participants in Solicitation
K-Sea and its directors, officers and certain other members of
management may be deemed to be participants in the solicitation of
proxies from K-Sea’s unitholders in respect of the proposed merger.
Information about these persons can be found in K-Sea’s annual report on
Form 10-K for the year ended June 30, 2010, as filed with the SEC on
September 13, 2010. Additional information about the interests of such
persons in the solicitation of proxies in respect of the merger is
included in the registration statement and the proxy
statement/prospectus filed with the SEC in connection with the proposed
merger.
Forward-Looking Statements
This document includes "forward-looking statements” as defined by the
SEC. All statements, other than statements of historical fact, included
herein that address activities, events or developments that K-Sea
expects, believes or anticipates will or may occur in the future,
including anticipated benefits and other aspects of the proposed merger,
are forward-looking statements.
About K-Sea Transportation Partners
K-Sea Transportation Partners is one of the largest coastwise tank barge
operators in the United States. K-Sea provides refined petroleum
products transportation, distribution and logistics services in the U.S.
domestic marine transportation market, and its common units trade on the
New York Stock Exchange under the symbol KSP. For additional
information, please visit K-Sea’s website, including the Investor
Relations section, at www.k-sea.com.
About Kirby Corporation
Kirby, based in Houston, Texas, operates inland tank barges and towing
vessels, transporting petrochemicals, black oil products, refined
petroleum products and agricultural chemicals throughout the United
States inland waterway system. Kirby also owns and operates four
ocean-going barge and tug units transporting dry-bulk commodities in the
United States coastwise trade. Through the diesel engine services
segment, Kirby provides after-market service for medium-speed and
high-speed diesel engines and reduction gears used in marine, power
generation and railroad applications, distributes and services
high-speed diesel engines, transmissions, pumps and compression
products, and manufacturers oil field service equipment, including
hydraulic fracturing equipment, for land-based pressure pumping and
oilfield services markets.
