Liberty seeks new board at International Shipholding

Liberty seeks new board at International Shipholding The effort by Liberty Shipping to merge with International Shipholding Corp (ISH) looks to be turning into a proxy war.
   Liberty said Tuesday it will nominate its own slate for the company’s board of directors at the next annual meeting. The company’s last annual meeting was held April 30.
   In a letter sent Tuesday to the outside directors of International Shipholding, Philip J. Shapiro, chairman and chief executive of Liberty and its affiliate Projection LLC, said the outside directors along with “management, the Johnsen family and their respective advisors are continuing to engage in more of the same obstructionist tactics that have characterized their actions since we initially raised the possibility of a business combination over five months ago.”
   Liberty has been buying up shares in the company this year and has proposed a combination of the two firms. According to the most recent filings with the Securities and Exchange Commission Liberty through Projection now has about a 9.1 percent stake in International Shipholding. Members of the founding Johnsen family, including Niels M. Johnsen, chairman and CEO, and Erik L Johnsen, president, own 25.2 percent of ISH, according to the firm’s most recent proxy statement. They and their fathers hold four of the seats on the company’s nine person board of directors.
   The Johnsens were not immediately available for a comment.
   “Aside from a couple of brief telephone conversations between our advisors during the last 10 days and the receipt of your mark-up to our proposed confidentiality agreement, there continues to be no dialogue between us” said Shapiro in his letter. “Both the committee and its advisors are in a constant state of paralysis and unable to act on a real-time basis, or otherwise do or say anything without apparently first consulting with the Johnsen family. This is contrary to your fiduciary duties as directors of ISH, and frankly defeats the purpose of forming a special committee to review our offer.”
   “At this point it has become clear to us that ISH’s current board and the members of the so-called special committee are acting at the direction and for the benefit of the Johnsen family and not in the best interest of stockholders,” he said. “Therefore, we will seek to replace the entire ISH board at the company’s next annual meeting. In the coming weeks we will provide further details to our fellow stockholders about the individuals who we will nominate to replace the Johnsen board.”