PRESS RELEASE
SEACOR COMPLETES SMIT ACQUISITION
HOUSTON, TX
DECEMBER 19, 1996
FOR IMMEDIATE RELEASE - SEACOR Holdings, Inc. (NYSE:CKH) ("SEACOR")
announced today that it had acquired substantially all of the offshore
supply vessel assets of SMIT INTERNATIONALE NV ("SMIT"), and certain
joint venture interests as contemplated by a letter of intent signed
on October 14, 1996.
The acquired assets also include SMIT's 50% interest in Supplylink,
which provides logistics services to support both offshore and land-
based exploration and development of oil and gas worldwide.
The final agreements provide for the payment, including amounts
payable under a lease purchase arrangement for two vessels, of $71.1
million in cash, 712,000 shares of SEACOR common stock, which based on
the closing price of $64.00 on December 18, 1996 has a value of $45.6
million, and $22.0 million of ten-year 5-3/8% convertible subordinated
notes. The notes are convertible into shares of SEACOR common stock
at any time prior to November 15, 2006 at a conversion price of $66.00
per share. The acquired assets effectively include 24 vessels that
SMIT owned and SMIT's joint venture interests in 21 vessels. Certain
assets and consideration will be transferred after the closing. An
additional four vessels are under option to SEACOR for $12.9 million,
and the parties expect such vessels to be transferred to SEACOR over
the next several months.
In addition, SEACOR will pay SMIT, in a combination of cash and non-
convertible notes, additional consideration based on SMIT assets
meeting certain performance measures and generating certain returns in
1997 and 1998. The maximum additional consideration is $47.2 million.
Charles Fabrikant, Chairman and CEO of SEACOR, commented, "This
acquisition positions SEACOR for the future and also gives us
additional exposure to the international markets. The demand for
energy appears to be growing rapidly in the Pacific Rim and in other
emerging markets. Exploration and production of hydrocarbons is a
global business. We
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can now offer complete service to the industry and take advantage of
moving assets to areas that offer the highest returns. We can also
pursue our logistics interests on a global scale."
As a further observation Fabrikant noted, "This event is more of a
strategic partnering arrangement than an acquisition. We will be
changing our corporate name to SEACOR-SMIT Inc. SMIT will continue to
provide technical management for the acquired vessels working in the
Far East and North Sea. We are planning on using Dutch crews and
keeping vessels under Dutch flag. Andrew Strachan, who was SMIT's
Group Director for Offshore Shipping and had been in charge of
overseeing SMIT's investment in logistics, will be joining SEACOR as
President of our Global Division and Coordinator for International
Business Development.
Finally, SMIT has a significant interest in helping us reduce costs
and optimizing employment opportunities in salvage and maritime
contracting, an interest backed up by an incentive to earn additional
consideration from the fleet's performance and also by its position as
a significant equity stakeholder in SEACOR. SMIT will propose a
nominee to serve on the SEACOR Board of Directors, which will assist
in a smooth transition and, we hope, lead to opportunities for
cooperation in other areas."
SMIT President M.A. Busker noted that the transaction would strengthen
SMIT's position in the salvage and maritime contracting industries by
providing access to substantially greater marine resources than are
currently available to SMIT and also to vessels operating in North
America. At the same time, the transaction allows SMIT to take
advantage of the movement toward consolidation in the offshore
industry.
Busker said, "This is a good transaction. It provides continuity of
employment for both our management personnel and seafarers involved in
offshore supply activities. It also allows SMIT to participate in the
growing market of the Gulf of Mexico. Our offshore supply fleet is
brought under the wings of a successful player in the offshore supply
business, who shares our views on logistics and with whom we work
closely in the environmental protection business. If our fleet
performs as we expect, the further pay-off will come in earning the
enhanced consideration and also bring reward to us as a shareholder in
SEACOR."
SMIT is a leading marine salvage and offshore-installation contractor
and operates primarily in the North Sea, the Mediterranean, the Far
East, the Middle East, the Caribbean and Latin America. SMIT and its
affiliates operate a fleet of over 300 marine craft, including ocean-
going tugs, harbor tugs, salvage vessels, heavy-lift vessels and
transport barges, and employ approximately 2,400 personnel worldwide.
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With the addition of the SMIT offshore supply vessel assets, SEACOR
will be the second-largest owner of marine vessels supporting offshore
oil and gas production with a fleet of over 300 vessels operating in
the U.S. Gulf of Mexico, Mexico, the North Sea, the Mediterranean, the
Far East, the Middle East, the Caribbean, Latin America and offshore
West Africa. In addition to its offshore support operations, SEACOR
also owns National Response Corporation ("NRC"), which is engaged in
the development of waste oil reception facilities, environmental
consulting and infrastructure development projects. NRC is the
largest commercial oil spill response contractor in the United States.
For additional information at SEACOR, contact Charles Fabrikant,
Chairman and Chief Executive Officer, or Randall Blank, Executive Vice
President and Chief Financial Officer at (212) 307-6633.
For additional information at SMIT, contact Mr. M. A. Busker,
President, or Mr. A. W. Kienhuis, Vice President, at 31-10-454-9911.
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