ARBINET CORPORATION 
By STOCKHOLDER BULLETIN
*** MARAD AFFIRMS THAT CERTAIN KISTEFOS PROPOSALS RAISE CONCERNS THAT "MAY PUT TRICO'S JONES ACT ELIGIBILITY AT RISK" ***
Trico has consistently and fairly asserted that the approval of some of Kistefos's proposals could raise questions regarding Trico's continuing eligibility under the Jones Act to engage in the U.S. maritime business. Kistefos has dismissed these concerns and alleged in a recently filed investor presentation that the Maritime Administration of the U.S. Department of Transportation ("MarAd") had "confirmed" Kistefos's position on this issue. This is untrue.
On
PROTECT YOUR INVESTMENT IN TRICO
VOTE THE WHITE PROXY CARD TODAY
Kistefos's misrepresentation of MarAd's position further demonstrates that its nominees are not appropriate candidates for Trico's Board of Directors and calls into question its nominees' integrity, credibility and commitment to all Trico stockholders.
Your Board of Directors unanimously recommends that stockholders vote AGAINST Kistefos's proposals. We urge you to act today to protect your investment - vote AGAINST Kistefos's nominees and proposals by signing, dating and returning the WHITE proxy card. Please do not return any proxy cards sent to you by Kistefos, even as a protest vote, as only your latest dated proxy card will count in this critical vote.
If you have questions or need assistance voting your WHITE proxy card please contact:
MacKenzie Partners, Inc.
105 Madison Avenue
proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free (800) 322-2885
The full text of the MarAd letter follows:
U.S. Department 1200 New Jersey Avenue, S.E.
of Transportation Washington, D.C. 20590
Maritime Administration
(202) 366-5320
Winston & Strawn LLP
1700 K Street, NW
Dear Mr. Papavizas:
This is in response to your letter of
As you know, Kistefos has contracted with two "independent U.S. citizen proxies" ("Independent Proxies") to collect blue Kistefos proxy cards and vote according to the instructions of each stockholder who completes a Kistefos proxy card. The Kistefos proxy card includes instructions to the Independent Proxies to vote in favor of the following Kistefos proposals:
-- To adopt a resolution increasing the size of the Board of Directors to
nine (Proposal 3);
-- To amend Trico's Bylaws to increase the quorum necessary for the
transaction of business by the Board to seven, provided that at least
six of the Directors are U.S. citizens (Proposal 4);
-- To adopt a resolution removing Per Staehr, a current Director of Trico,
without cause (Proposal 5);
-- To amend the Bylaws to provide that two or more stockholders holding at
least 15% of the outstanding shares of Trico may call a special meeting
of stockholders (Proposal 6);
-- To adopt a resolution repealing any provision of the Bylaws adopted
since December 15, 2008, other than any amendments approved by the
stockholders on or before the 2009 Annual Meeting (Proposal 7);
-- To adopt a resolution requesting that the Board take the necessary steps
to declassify the Board and provide that all Directors have a one-year
term of office (Proposal 8);
-- If Proposals 3, 4, and 5 are adopted, to elect Age Korsvold and Christen
Sveaas to fill the vacancies created by adoption of Proposal 3; and
-- To amend the Bylaws to provide that a person shall be ineligible to
serve as a director if such a person fails to receive the number of
votes required to be elected.
Kistefos's proxy card also seeks authority for the Independent Proxies to vote for the following proposals of Trico at the 2009 Annual Meeting:
-- To elect the candidate nominated by Trico for reelection to the Board as
a Class II director, other than Joseph Compofelice as to whom Kistefos
is seeking authority for the U.S. citizen proxies to withhold voting
shares;
-- To ratify the selection of PriceWaterhouseCoopers LLC as Trico's
independent registered public accounting firm for the fiscal year ending
December 31, 2009; and
-- If Proposal 5 is adopted, to elect the candidate nominated by Trico to
fill the vacancy created on the Board caused by the removal of Per
Staehr.
By our
We note that should a Kistefos nominee be elected to Trico's Board, he would be ineligible to serve as an acting Chairman of the Board, by whatever title, in the absence or disability of Trico's Chairman without violating 46 U.S.C. Section 50501(b). Under 46 U.S.C. Section 50501(b), a corporation is deemed a citizen of
We have reviewed the Independent Proxy Agreement between Kistefos and the two U.S. citizens who will vote according to the Kistefos proxy card. In general, it provides that the Independent Proxies will act according to the instructions of the stockholders who deliver Kistefos proxy cards to them. The Independent Proxies warrant that they are U.S. citizens and unaffiliated with Kistefos. Kistefos will pay the U.S. citizen proxies a flat fee for their services, and will indemnify them against claims arising under and relating to the 2009 Annual Meeting. I have orally advised counsel for Kistefos that we would not consider the proposed independent proxy arrangement to be a violation of the Jones Act, to the extent the duties of the Independent Proxies are ministerial.
However, we do have a concern with the provision of the Kistefos proxy card which instructs the Independent Proxies to "vote in their discretion, to transact such other business as may properly come before the 2009 Annual [Trico] Meeting . . .". We have no assurance that the U.S. citizen proxies will not look to Kistefos for direction. Their agreement with Kistefos, after all, is the reason these U.S. citizen proxies will be present at the 2009 Annual Meeting.
You have also raised a concern that the Independent Proxies have the right to vote incomplete but signed proxy cards in favor of Kistefos's agenda. The Kistefos proxy card provides in bold, uppercase lettering "if you validly execute and return this proxy card without indicating your vote on one or more of the proposals set forth on the proxy card, the independent proxies will vote your shares for such proposal(s)." We consider this statement to grant non-discretionary authority to the Independent Proxies to vote for Kistefos's proposals due a shareholder's return of an incomplete proxy card. A shareholder returning the Kistefos proxy card is on notice that failure to check off an instruction will result in an affirmative vote for a Kistefos proposal. We conclude, therefore, that this provision of the Kistefos proxy card is not impermissible under the Jones Act.
While Kistefos's proposals, if adopted in their entirety, may comply with the Jones Act, we have identified at least one possible outcome of the voting at the Annual Meeting that could present problems regarding Trico's Jones Act eligibility. If Kistefos's proposal to increase the quorum requirement to seven is adopted, Messrs. Korsvold and Sveaas are elected, and the current non-U.S. citizen, Mr. Staehr, is removed without being replaced by a Trico nominee, then Kistefos's non-U.S. citizen nominees would constitute two of eight directors. In that circumstance, Kistefos would have the ability to exercise negative control over Trico since Kistefos's nominees would be necessary to form a Board quorum and the Kistefos nominees could prevent the Board from acting by not attending a Board meeting.
We intend to advise counsel for Kistefos by copy of this letter of our concerns about these matters that may put Trico's Jones Act eligibility at risk.
Sincerely,
Murray A. Bloom
Citizenship Approval Officer
cc: Stuart S. Dye, Esq.
Nancy Hengen, Esq.
Holland & Knight LLP
2099 Pennsylvania Ave., N.W. Ste.
100 Washington, DC 20006-6801
About Trico Marine Group
The Trico Marine Group is an integrated provider of subsea, trenching and marine support vessels and services. Trico's towing and supply division provides a broad range of marine support services to the oil and gas industry through use of its diversified fleet of vessels including the transportation of drilling materials, supplies and crews to drilling rigs and other offshore facilities; towing drilling rigs and equipment, and support for the construction, installation, repair and maintenance of offshore facilities. Trico's subsea services and trenching/installation divisions control a well equipped fleet of vessels and operate a fleet of modern ROVs and trenching and other subsea protection equipment.. The Trico Marine Group is headquartered in
For more information about Trico Marine Services, Inc. visit us on the web at www.tricomarine.com.
Important Information
In connection with the solicitation of proxies, on
Forward Looking Language
Certain statements in this letter that are not historical fact may be "forward looking statements" Within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statement include statement about the Company's beliefs and expectation and information concerning possible or assumed future performance or results of operations, and are not guarantees. Actual events may differ materially from those projected in any forward-looking statement. There are a number of important factors involving risks and uncertainties beyond the control of the Company that could cause actual events to differ materially from those expressed or implied by such forward-looking statements. A description of risks and uncertainties relating to Trico Marine Services, Inc. and its industry and other factors, which could affect the Company's results of operations or financial condition, are included in the Company's Securities and Exchange Commission filings. Trico undertakes no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report.
For Investors:
Rishi Varma, VP & Chief Administrative Officer
Trico Marine Services, Inc.
(713) 780-9926
Bob Marese
MacKenzie Partners, Inc.
(212) 929-5500
For Media:
Jamie Moser / Marin Kaleya
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
SOURCE Trico Marine Services, Inc.
