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Navios Maritime Acquisition Corporation and Navios Maritime Midstream Partners L.P. Announce Preliminary Election Results
As announced on
- Holders of approximately 22.2% of the outstanding publicly held Navios Midstream units, or 1,950,969 Navios Midstream units, elected to receive common stock.
- Holders of approximately 2.7% of the outstanding publicly held Navios Midstream units, or 239,220 Navios Midstream units, elected to receive preferred stock.
Pursuant to the definitive acquisition agreement, holders of approximately 75.1% of the publicly held Navios Midstream units (6,586,779 Navios Midstream units) who failed to make a valid election are deemed to have elected to receive common stock. Furthermore, since more than 80% of the outstanding publicly held Navios Midstream units elected, or are deemed to have elected, to receive common stock, it is anticipated that the common stock will be issued to all holders of the publicly held Navios Midstream units.
No fractional shares of Navios Acquisition common stock will be issued. Each public holder of Navios Midstream units who would otherwise have been entitled to receive a fractional share of Navios Acquisition common stock of more than 0.5 will receive, in lieu of such fractional share, a full share of Navios Acquisition common stock. Each holder of publicly held Navios Midstream units who would otherwise have been entitled to receive a fractional share of Navios Acquisition common stock of less than 0.5 will receive no consideration for such fractional share, which shall be forfeited.
After the final results of the election process are determined, the final merger consideration, and the allocation of the merger consideration, if at all, will be calculated in accordance with the terms of the merger agreement.
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.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. In connection with the proposed Merger, Navios Acquisition has filed with the
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 Merger and the expected impact of the Merger 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
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