GulfMark Offshore Completes Reorganization

GulfMark Offshore completed its reorganization with its former parent, GulfMark Offshore, Inc. ("Old GulfMark"), with the Company being the surviving corporation in the merger transaction. At the effective time of the Reorganization, the Company changed its name from "New GulfMark Offshore, Inc." to "GulfMark Offshore, Inc." and shares of Old GulfMark's common stock were automatically converted into shares of the Company's Class A common stock.

The Reorganization was approved by the stockholders of Old GulfMark at a Special Meeting of Stockholders held on February 23, 2010. A total of approximately 82% of the 25.9 million shares of Old GulfMark's common stock entitled to vote at the meeting were voted on this proposal, with approximately 82% voting in favor of the Reorganization.

The Reorganization is intended to help preserve the Company's status as a U.S. citizen under U.S. maritime and vessel documentation laws, popularly referred to as the Jones Act, by imposing certain ownership and transfer restrictions on the Class A common stock.

The assets and liabilities of the Company and its subsidiaries immediately following the effective time of the Reorganization are the same as the assets and liabilities of Old GulfMark and its subsidiaries immediately prior to the effective time. In addition, the directors and executive officers of the Company immediately following the effective time of the Reorganization are the same as those of Old GulfMark immediately prior to the effective time. At market open today, the shares of the Company's Class A common stock started trading on the New York Stock Exchange under Old GulfMark's symbol, "GLF."

Stockholders also approved a proposal to increase the authorized number of shares of common stock to 60 million shares of each of the Company's Class A common stock and Class B common stock. Approximately 82% of the shares of Old GulfMark's common stock entitled to vote at the meeting were voted on this proposal, with approximately 80% voting in favor of the increase in authorized capitalization. No Class B common stock is outstanding after the Reorganization.

 

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