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Trico control battle focuses on Jones Act

A LETTER from the US Maritime Administration has provided the latest cannon fodder in the tussle over Trico Marine Services, with both opposing parties insisting that the letter validates their respective positions on the company’s Jones Act standing. Trico’s incumbent management under chief executive Joseph Compofelice said on Thursday that the letter reiterates its position that dissident Norwegian shareholder Christen Sveaas’ ambition to get himself and compatriot Åge Korsvold elected to the company’s board has the potential to jeopardise Trico’s Jones Act eligibility.
Mr Sveaas’ Kistefos controls 22% of the Nasdaq-listed offshore support company. MarAd’s letter has confirmed that Kistefos’ proposals to increase the board size from seven to nine, with the two Norwegians providing the additions while the other seven are US citizens, and to increase the quorum requirement to seven directors would comply with the Jones Act, based on a 25% threshold of non-citizen corporate interest. Kistefos earlier this week was quick to seize upon this letter and accuse Trico management of “using the Jones Act as a shield to avoid accountability for its terrible performance”. Trico’s rejoinder on Thursday highlighted a hypothetical situation mentioned in MarAd’s letter to make the opposite case, that the company’s Jones Act eligibility could indeed come under threat. According to MarAd’s letter, should the two Norwegians be elected, and the sole other current non-citizen, Per Staehr, be removed and not replaced, this would leave the company with a board of only eight, including two non-citizens. “In that circumstance, Kistefos would have the ability to exercise negative control over Trico since Kistefos’ nominees would be necessary to form a quorum and the Kistefos nominees could prevent the board from acting by not attending a board meeting,” MarAd’s citizenship approval officer Murray Bloom states in the letter. Trico’s latest appeal to shareholders asks them to “read [Mr Bloom’s letter] in its entirety, [and] to judge for themselves whose position on this issue is the best for Trico”. The salvo came as Trico management rolled out two more external proxy advisory firms, Proxy Governance and Egan-Jones, as having endorsed management nominees to the board, Mr Compofelice and Ben Guill. The two firms join Glass-Lewis and RiskMetrics Group, two other proxy advisory concerns whose names have previously featured in the matter.

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