HAMILTON, BERMUDA, Oct. 19, 2009 (Marketwire) --
HAMILTON, BERMUDA -- (Marketwire) -- 10/19/09 -- TBS International Limited (NASDAQ: TBSI) ("TBS") announced today that its Board of Directors has unanimously approved a transaction that will change the place of incorporation of the company whose shares TBS shareholders own to Ireland from Bermuda. TBS shareholders will be asked to vote in favor of the proposed move at a special meeting of shareholders expected to be held within the next two to three months.
If the conditions to the proposed transaction are satisfied, including approval by TBS's shareholders and the Supreme Court of Bermuda, TBS International plc, an Irish company ("TBS-Ireland"), will become TBS's parent company. Current shareholders of TBS will become shareholders of TBS-Ireland. TBS-Ireland will be registered with the U.S. Securities and Exchange Commission ("SEC") and be subject to the same SEC reporting requirements as TBS is today. TBS-Ireland's shares will trade on the Nasdaq Global Select Market under the ticker symbol "TBSI", the same symbol under which TBS shares are currently traded. TBS expects the move to take effect shortly after shareholder approval.
Joseph E. Royce, Chairman, Chief Executive Officer and President stated, "After a careful review, our Board of Directors has determined that changing our place of incorporation to Ireland is in the best interest of the company and our shareholders. We believe that incorporating in Ireland will provide us with economic benefits and help ensure our continued global competitiveness.
"As a member of the European Union, Ireland offers a stable political and economic environment and sophisticated, well-developed corporate, legal and regulatory environment. It also has a long history of international investment and long-established commercial relationships, trade agreements and tax treaties with European Union member states, the US and other countries around the world where TBS does business. In addition, Ireland has the financial and legal infrastructure to meet TBS's current and future needs."
TBS does not expect any material change in its operations, financial results or tax treatment as a result of the change in its place of incorporation.
This communication is being made in respect of the proposed transaction. In connection with the transaction, TBS intends to file a preliminary proxy statement today with the SEC and mail a final proxy statement to its shareholders. Shareholders are urged to read such proxy statement when it becomes available because it will contain important information.
