Reminder of Navios Maritime Acquisition Corporation and Navios Maritime Midstream Partners L.P. Expected Merger Closing Date ...
04 12월 2018 - 11:25PM
As previously announced, on October 7, 2018, Navios Maritime
Acquisition Corporation (“Navios Acquisition”) (NYSE:NNA) and
Navios Maritime Midstream Partners L.P. (“Navios Midstream”)
(NYSE:NAP) entered into a definitive merger agreement under which
Navios Acquisition will acquire all of the publicly held units of
Navios Midstream in exchange for shares of Navios Acquisition (the
“Transaction”). The Transaction is expected to close on or about
December 13, 2018.
The deadline for public unitholders of
Navios Midstream to elect the form of consideration they wish to
receive in the Transaction is 5:00 p.m. Eastern Time, on December
10, 2018.
Election materials and a related information
statement/prospectus were mailed on or about November 16, 2018 to
Navios Midstream public unitholders. Additionally copies of the
election materials and the related information statement/prospectus
as well as questions regarding the election materials may be
directed to Morrow Sodali, at (800) 662-5200 or
NAPinfo@morrowsodali.com.
Election Details
As previously announced on October 8, 2018, under the terms of
the Transaction, public unitholders of Navios Midstream may
exchange each Navios Midstream common unit for either:
- 0.42 newly issued shares of Navios Acquisition common stock;
or
- 1.0 share of a newly issued series of convertible participating
preferred stock (“Preferred Stock”) of Navios Acquisition.
Each share of Preferred Stock will be convertible by its holder
into 0.34 shares of Navios Acquisition common stock at any time
beginning six months after closing of the Transaction.
Navios Midstream publicly held units for which no election is
made will be deemed to have elected the form of consideration most
elected by holders of publicly held units of Navios
Midstream. In addition, if holders representing 80% or more
of the publicly held units of Navios Midstream elect (or are deemed
to have elected) to receive Navios Acquisition common stock
consideration, all publicly held units of Navios Midstream will be
exchanged for Navios Acquisition common stock.
As further described in the election materials, to make a valid
election, a properly completed and signed election form, together
with any other required documents described in the election
materials, must be received by Continental Stock Transfer &
Trust Company, the exchange agent for the Transaction, prior to the
election deadline. Public unitholders of Navios Midstream who hold
their shares through a broker, bank, or other nominee should follow
the instructions of such broker, bank, or other nominee as to the
procedures for making elections. Public unitholders of Navios
Midstream should carefully read the information
statement/prospectus for the merger and all the election materials
provided to them before making their elections.
About Navios Maritime Acquisition
Corporation
Navios Acquisition is an owner and operator of tanker vessels
focusing on the transportation of petroleum products (clean and
dirty) and bulk liquid chemicals. For more information about Navios
Acquisition, please visit our website:
www.navios-acquisition.com.
About Navios Maritime Midstream Partners
L.P.
Navios Maritime Midstream Partners L.P. is a publicly traded
master limited partnership which owns and operates crude oil
tankers under long-term employment contracts. For more information,
please visit our website at www.navios-midstream.com.
Important Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection
with the proposed Transaction, Navios Acquisition has filed with
the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form F-4 that includes an Information Statement of
Navios Midstream and a Prospectus of Navios Acquisition.
Investors are urged to read the registration statement and the
related information statement/prospectus (including all amendments
and supplements) because they will contain important information
regarding the Navios Acquisition shares and the Transaction.
Investors may obtain free copies of the registration statement and
the related information statement/prospectus, as well as other
filings containing information about Navios Acquisition and Navios
Midstream, without charge, at the SEC’s Web site (www.sec.gov).
Forward-Looking Statements
This press 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 expectations, including with respect
to the timing of closing of the proposed Transaction and the
expected impact of the Transaction on Navios Acquisition’s capital
and organizational structure, the trading liquidity and float of
Navios Acquisition’s common stock and Navios Acquisition’s access
to the capital markets, credit profile, cash retention, future
profitability, expected cost savings and cost of capital. Words
such as "may," "expects," "intends," "plans," "believes,"
"anticipates," "hopes," "estimates," and variations of such words
and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based on the
information available to, and the expectations and assumptions
deemed reasonable by, Navios Acquisition at the time these
statements were made. Although Navios Acquisition 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 Navios
Acquisition. 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, the creditworthiness of the charterers of
Navios Acquisition and Navios Midstream and the ability of their
contract counterparties to fulfill their obligations, tanker
industry trends, including charter rates and vessel values and
factors affecting vessel supply and demand, the aging of vessels of
Navios Acquisition and Navios Midstream and resultant increases in
operation and dry docking costs, the loss of any customer or
charter or vessel, Navios Acquisition and Navios Midstream’s
ability to repay outstanding indebtedness, to obtain additional
financing and to obtain replacement charters for their respective
vessels, in each case, at commercially acceptable rates or at all,
increases in costs and expenses, including but not limited to: crew
wages, insurance, provisions, port expenses, lube oil, bunkers,
repairs, maintenance and general and administrative expenses, the
expected cost of, and our ability to comply with, governmental
regulations and maritime self-regulatory organization standards, as
well as standard regulations imposed by our charterers applicable
to our business, potential liability from litigation and our vessel
operations, including discharge of pollutants, general domestic and
international political conditions, competitive factors in the
market in which Navios Acquisition and Navios Midstream operate;
risks associated with operations outside the United States; and
other factors listed from time to time in the Navios Acquisition
and Navios Midstream's filings with the U.S. Securities and
Exchange Commission, including their respective annual and interim
reports filed on Form 20-F and Form 6-K. Navios Acquisition and
Navios Midstream expressly disclaim any obligations or undertaking
to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in their
expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based. Navios
Acquisition makes no prediction or statement about the performance
of its common stock or preferred stock.
Investor Relations Contact
Navios Maritime Acquisition
Corporation+1.212.906.8644info@navios-acquisition.com
NAVIOS MARITIME MIDSTREAM PARTNE (NYSE:NAP)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
NAVIOS MARITIME MIDSTREAM PARTNE (NYSE:NAP)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024