PIRAEUS, Greece, Aug. 23 /PRNewswire-FirstCall/ -- Navios Maritime
Acquisition Corporation ("Navios Acquisition") (NYSE: NNA, NNA.WS,
NNA.U) announced today that it has extended the period of its offer
(the "Offer") to the holders of its publicly traded warrants
("Public Warrants") the opportunity to exercise the Public Warrants
on enhanced terms. As extended, the Offer will expire on
Friday, August 27, 2010 (11:59 p.m. New York
City time). Navios Acquisition also announced that it has
waived the condition to the Offer that at least 15% of the
outstanding Public Warrants be exercised for cash. Except for
the extension of the Offer and the waiver of the 15% cash exercise
condition, the Offer remains subject to all other terms and
conditions set forth in the revised Offer Letter, dated
August 12, 2010 (the "Offer Letter"),
including the condition that at least 75% of the 25.3 million
outstanding Public Warrants be exercised pursuant the Offer.
As of 5:00 p.m. New York City time on Monday, August 23, 2010, approximately 38%
percent of the outstanding Public Warrants (9,557,906 Public
Warrants) were tendered for exercise pursuant to the Offer, of
which less than 2% were tendered for cash.
Navios Maritime Holdings Inc. ("Navios Holdings") and
Angeliki Frangou, the Chairman and
Chief Executive Officer of Navios Acquisition, previously agreed to
exercise approximately 13.84 million warrants for cash with an
aggregate cash exercise price of approximately $78.2 million, subject to the satisfaction of the
original conditions of the Offer, including the 15% cash exercise
condition. Navios Acquisition expected to use the cash
proceeds of the warrant exercise by Navios Holdings and Ms.
Frangou, together with the proceeds of the exercise of the Public
Warrants for cash pursuant to the Offer, to fund the previously
announced acquisition of seven VLCCs.
In connection with the waiver by Navios Acquisition of the 15%
cash exercise condition, Navios Holdings and Ms. Frangou have
agreed to exercise approximately 13.84 million warrants for an
aggregate cash exercise price of approximately $78.2 million. In addition, to fund any
cash shortfall resulting from the waiver of the 15% cash exercise
condition, Navios Holdings has agreed to provide additional
financing to Navios Acquisition in the form of short-term debt
with an interest rate reflecting Navios Holdings' average
unsecured borrowing rate. Navios Holdings and Ms. Frangou's
agreement to exercise their warrants and Navios Holdings' agreement
to provide debt financing on the foregoing terms are conditioned on
the satisfaction of the revised conditions to the Offer, including
the condition that at least 75% of the 25.3 million outstanding
Public Warrants be exercised pursuant to the Offer.
If the Offer is not successfully completed in accordance with
the revised terms and conditions described above, Navios
Acquisition will seek alternative financing from Navios Holdings,
or, if available, third parties, to fund the purchase price for its
announced acquisition of the seven VLCCs. Navios Acquisition
can provide no assurance that any such alternative financing would
be available. If such alternative financing is provided by
Navios Holdings, it will likely be in the form of convertible
preferred securities with an annual dividend payable in cash or
additional preferred securities, and with a conversion rate and
other terms reflecting the risk associated with investing in the
existing capital structure. Navios Holdings currently
contemplates that, following the completion of any such financing,
it will offer the common stockholders of Navios Acquisition the
opportunity to participate in the financing by purchasing from
Navios Holdings a pro-rata portion of the preferred securities at
the same purchase price as was paid by Navios Holdings, adjusted
for developments occurring after completion of the financing.
Such offer may only be made by means of an effective
Registration Statement under the Securities Act of 1933, as
amended, and this press release does not constitute an offer to
purchase any securities of Navios Acquisition.
Additional Information
The terms and conditions of the Offer are as set forth in the
revised Offer Letter, dated August 12,
2010, and the related Letter of Transmittal. A copy of the
Offer Letter and the related Letter of Transmittal may be obtained
from Morrow & Co. LLC, the Information Agent for the Offer.
Morrow's telephone number for banks and brokers is +1 (203)
658-9400 and for all other security holders is +1 (800) 662-5200.
Please contact the Information Agent with any questions regarding
the Offer.
Navios Acquisition has retained S. Goldman Advisors LLC as
dealer manager for the Offer.
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.
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 Company's registration statement on Form F-3 and (2) the
Schedule TO relating to the Offer, 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. The Offer is not being made
to holders of Public Warrants in any U.S. state 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
U.S. state 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.
Public & Investor Relations
Contact:
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Navios Maritime Acquisition
Corporation
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Investor Relations
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+1.212.279.8820
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info@navios-acquisition.com
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SOURCE Navios Maritime Acquisition Corporation
Copyright . 23 PR Newswire