PIRAEUS, Greece, July 27 /PRNewswire-FirstCall/ -- Navios Maritime
Acquisition Corporation ("Navios Acquisition") (NYSE: NNA, NNA.WS,
NNA.U) announced today that it is offering (the "Offer") the
holders of the 25,300,000 outstanding warrants issued in its
initial public offering ("Public Warrants") the limited time
opportunity to acquire shares of common stock at a reduced exercise
price. The Offer is coupled with a consent solicitation
accelerating Navios Maritime Holdings Inc.'s ("Navios Holdings")
ability to exercise certain warrants on terms identical to the
Public Warrants.
Under the terms of the Offer, Warrant holders may exercise
Public Warrants (1) on a cash basis, at an exercise price of
$5.65 per share of Common Stock and
(2) on a cashless basis, at an exchange rate of 4.25 Public
Warrants for 1.0 share of Common Stock. A warrant holder may use
one or both methods in exercising all or a portion of its Public
Warrants.
The Offer has several conditions, including that at least (1)
75% of the Public Warrants outstanding (18,975,000 Public Warrants)
are properly exercised and (2) 15% of the Public Warrants
outstanding (3,795,000 Public Warrants) are exercised on a cash
basis. Both conditions, along with the other conditions, may be
waived by Navios Acquisition at its discretion.
Upon consummation of the Offer, Navios Holdings and Angeliki Frangou, Navios Acquisition's Chairman
and Chief Executive Officer, will exercise the warrants that they
own for cash for aggregate gross proceeds of $78,167,750.
The Offer will commence on Tuesday, July
27, 2010 and continue for a period of twenty (20) business
days, expiring on Monday, August 23,
2010 at 11:59 p.m.,
New York City time (the "Offer
Period"). Upon termination of the Offer, the Public Warrants will
expire according to their terms on June 25,
2013, subject to earlier redemption as outlined in terms of
the Public Warrants.
The terms and conditions of the Offer are set forth in the
documentation distributed to record holders of the Public Warrants
as of July 27, 2010. A copy of the
offering document relating to the Offer may be obtained from Morrow
& Co. LLC, the Information Agent for the offering.
Morrow's telephone number for banks and brokers is (203)
658-9400 and for all other security holders is (800) 662-5200.
Please contact the Information Agent with any questions
regarding the offering.
Navios Acquisition has retained S. Goldman Advisors LLC as
dealer manager for the Offer.
Additional Information
Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the Offer as they contain important information: (1)
the registration statement on Form F-3; and (2) the Schedule TO, in
both cases including all documents incorporated by reference
therein. These and any other documents relating to the Offer, when
they are filed with the SEC, may be obtained at the SEC's website
at www.sec.gov, or from the Information Agent as noted above.
This announcement is for informational purposes only, and the
foregoing reference to the Offer and any other related transactions
shall not constitute an offer to buy or exchange securities or
constitute the solicitation of an offer to sell or exchange any
securities in Navios Acquisition or any of its subsidiaries. The
Offer is not being made to holders of Public Warrants in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws require the Offer to be made by a licensed broker or
dealer, the Offer will be deemed to be made on behalf of Navios
Acquisition by the dealer manager, or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
About Navios Maritime Acquisition Corporation
Navios Acquisition is an owner and operator of tanker vessels
focusing in the transportation of petroleum products (clean and
dirty) and bulk liquid chemicals.
Safe Harbor
This press release contains forward-looking statements
concerning Navios Acquisition's proposed Offer. Words such as
"expects," "intends," "plans," "believes," "anticipates," "hopes,"
"estimates," and variations of such words and similar expressions
are intended to identify forward-looking statements. 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.
SOURCE Navios Maritime Acquisition Corporation