Description of the Merger
On October 7, 2018, Navios Acquisition and Navios Midstream agreed to combine businesses by merging Merger Sub, a wholly owned subsidiary
of Navios Acquisition, with and into Navios Midstream. If the Merger is successfully consummated, Navios Midstream will become a wholly owned subsidiary of Navios Acquisition.
As a result of the Merger, each Navios Midstream Public Unit will be converted into the right to receive, at the election of each holder of
Navios Midstream Public Units, either:
0.42 shares of Navios Acquisition Common Stock, or
one share of Navios Acquisition Series E Preferred Stock.
Each holder of Navios Midstream Public Units will be mailed an Election Form to make an election whether to receive, with respect to each
Navios Midstream Public Unit, either the Common Stock Consideration or the Preferred Stock Consideration. For each Navios Midstream Public Unit in respect of which no election is made by the holder thereof (or in respect of which a properly
completed Election Form is not submitted), the holder will be deemed to have elected to receive the form of consideration (i.e., Common Stock Consideration or the Preferred Stock Consideration) elected by the majority of Navios Midstream Public
Units for which proper elections are made.
If holders elect (or are deemed to have elected) to receive the Common Stock Consideration in
respect of 80% or more of the Navios Midstream Public Units outstanding prior to the closing of the Merger, all outstanding Navios Midstream Public Units will be converted into the right to receive the Common Stock Consideration and no Preferred
Stock Consideration will be issued in the Merger.
The approval and adoption of the Merger Agreement and the Merger by Navios Midstream
requires the approval or consent of at least a majority of the outstanding Navios Midstream Common Units. Pursuant to the terms of the Merger Agreement, Navios Acquisition which, as of [●], 2018, beneficially owns [●] Navios Midstream
Common Units or [●] of the outstanding Navios Midstream Common Units, has agreed to deliver a written consent, adopting and approving in all respects the Merger Agreement and the transactions contemplated thereby, including the Merger. The
delivery by Navios Acquisition of a written consent with respect to the Navios Midstream Common Units it owns will be sufficient to adopt the Merger Agreement and thereby approve the Merger.
For additional and more detailed information regarding the legal documents that govern the Merger, including information about the conditions
to the completion of the Merger and the provisions for terminating or amending the Merger Agreement, please read the section entitled The Merger Agreement.
Navios Acquisitions Ownership Interest in and Control of Navios Midstream
Holders of Navios Midstream Common Units should be aware that Navios Acquisition is the sole member of Navios Midstream GP and currently owns
[●] Navios Midstream Common Units, representing [●] of the outstanding Navios Midstream Common Units. In addition, Navios Acquisition indirectly owns all of the 427,499 general partner units of Navios Midstream and all of the Navios
Midstream incentive distribution rights.
Navios Acquisitions ability, as sole member of Navios Midstream GP, to control the
appointment of three of the seven members of the Navios Midstream Board and to approve certain significant actions Navios Midstream may take, in addition to Navios Acquisitions ownership of a majority of the outstanding Navios Midstream Common
Units means that Navios Acquisition, together with its affiliates, may have the ability to exercise influence regarding the management of Navios Midstream.