Stelmar Shareholders Approve Merger with Overseas Shipholding Group, I

    Business Editors

    ATHENS, Greece--(BUSINESS WIRE)--Jan. 20, 2005--Stelmar Shipping Ltd. (NYSE: SJH) today announced that the Agreement and Plan of Merger between Stelmar and Overseas Shipholding Group, Inc. (NYSE: OSG) was approved by Stelmar shareholders at a special meeting held today in New York. Approximately 74.26% of the outstanding shares of Stelmar common stock entitled to vote at the special meeting voted in favor of the approval of the Agreement and Plan of Merger. Stelmar expects that the merger will become effective later today. Under the terms of the Agreement and Plan of Merger, Stelmar shareholders will receive $48.00 per share in cash.

    About Stelmar Shipping Ltd.

    Stelmar Shipping Ltd. is an international provider of petroleum products and crude oil transportation services. Headquartered in Athens, Greece, Stelmar operates one of the world's largest and most modern Handymax and Panamax tanker fleets with an average age of approximately six years. Stelmar's 40 vessel fleet consists of 24 Handymax, 13 Panamax and three Aframax tankers. The Company's fleet includes two leased Aframax, and nine leased Handymax vessels. One hundred percent of the fully owned fleet is double-hull. In addition, four of the leased vessels are double-hull and the balance are double-sided. The Company, through its maintenance of a modern fleet and commitment to safety, has earned an excellent reputation for providing transportation services to major oil companies, oil traders and state-owned oil companies.

    About Overseas Shipholding Group, Inc.

    Overseas Shipholding Group, Inc. is one of the world's leading independent bulk shipping companies engaged primarily in the ocean transportation of crude oil and petroleum products. Parent's modern fleet consists of 61 oceangoing vessels that aggregate 11.2 million deadweight tons, of which 51 vessels operate in the international market and ten vessels operate in the U.S. flag market, making it the sixth largest independent tanker company in the world as measured by deadweight tons. Parent is the only major U.S. shipping company with significant operations in both the international and U.S. flag markets.

    Forward-Looking Statements

    This release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company's operations, performance and financial conditions, including, in particular, statements regarding: TCE rates in the near term; time charter revenues; net operating days; tanker supply and demand; supply and demand for oil; expectations as to funding the Company's future capital requirements; future capital expenditures; the Company's growth strategy and measures to implement such strategy; environmental changes in regulation; cost savings and other benefits, the time charter and spot charter markets, our mix of time and spot charters, prospective earnings and utilization of our vessels, our insurance claims expectations and the expected completion and timing of the merger and other information relating to the merger. Words such as "expects," "intends," "plans," "believes," "anticipates," "estimates," and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to: changes in production of or demand for oil and petroleum products, either generally or in particular regions; the cyclical nature of the tanker industry and its dependence on oil markets; the supply of tankers available to meet the demand for transportation of petroleum products; greater than anticipated levels of tanker newbuilding orders or less than anticipated rates of tanker scrapping; changes in trading patterns significantly impacting overall tanker tonnage requirements; competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company's filings with the U.S. Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

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CONTACT: The Abernathy MacGregor Group Chuck Burgess, 212-371-5999

KEYWORD: NEW YORK GREECE INTERNATIONAL EUROPE INDUSTRY KEYWORD: OIL/GAS ENERGY TRANSPORTATION MERGERS/ACQ SOURCE: Stelmar Shipping Ltd.

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