Nautilus Marine Acquisition Corp.
("Nautilus") (NASDAQ: NMAR)
- Acquisition will not require trust account
proceeds at closing due to backstopped transaction
structure
- Assetplus fleet has 4 newly-built offshore
supply vessels, plus 2 under negotiation
- Assetplus has 6 long period time charter
contracts with the oil major Petrobras
- Enables Nautilus to enter the maritime energy
services sector, a high barrier of entry market
- Trust proceeds expected to be utilized for
fleet growth with a defined acquisition pipeline
Conference Call Scheduled for Tuesday, December
11, 2012 at 11 a.m., New York Time
Nautilus Marine Acquisition Corp.
("Nautilus") (NASDAQ: NMAR) announced today that it has
entered into a definitive Share Purchase Agreement (the "Share
Purchase Agreement") to acquire 100% of the equity of Assetplus
Limited ("Assetplus") for aggregate consideration of approximately
$86.5 million from Vega Resource Group AS and Oil and Gas Ships
Investor Limited (collectively the "Sellers"), through which
Assetplus will become a wholly owned subsidiary of Nautilus (the
"Acquisition"). The Acquisition consideration is inclusive of
assumed debt and anticipated cash on hand at closing, but excludes
potential earn-out payments as described below.
The acquisition of Assetplus allows Nautilus to enter the
maritime energy services sector. Assetplus controls an initial
fleet of vessels consisting of two platform supply vessels ("PSVs")
and two oil spill response vessels ("OSRVs"), all of which are
intended to service offshore oil exploration and production
installations. All of these vessels are newly built.
Assetplus also controls six binding time charter contracts with
Brazilian oil major Petróleo Brasileiro S.A. ("Petrobras") for two
PSVs and four OSRVs. These charters each have durations of four
years plus an additional four optional years. Four of the six time
charter agreements with Petrobras will be serviced by Assetplus'
current fleet, and Nautilus has plans to obtain vessels to service
two additional Petrobras charters.
Nautilus also announced today the commencement of its tender
offer (the "Tender Offer") to purchase up to 4,137,300 shares of
its common stock, par value $0.0001 per share (the "Common Shares")
at a per-share price of $10.10. The Common Shares are currently
listed on the Nasdaq Capital Market under the symbol "NMAR." On
December 6, 2012, the last reported sale price of the Common Shares
was $10.04 per share. The Tender Offer will expire at 11:59 p.m.
New York City time on January 7, 2013, unless extended by Nautilus
(the "Expiration Date").
Prior to this announcement, Nautilus has confidentially secured
the agreement of the holders of more than 11% of the outstanding
Common Shares issued in Nautilus' Initial Public Offering to not
tender their shares in the Tender Offer or transfer their Common
Shares during the Tender Offer period. These holders have received
a post-closing right, exercisable for two business days following
the 11th business day after the closing of the Tender Offer, to
cause Nautilus to repurchase the subject shares at $10.30 per
share.
Management and Commentary
Upon closing of the Acquisition, Nautilus expects to conduct
business as Nautilus Energy Services and will be led by Mr.
Prokopios (Akis) Tsirigakis, who will be Nautilus' Chairman,
President and Co-Chief Executive Officer, and Mr. George
Syllantavos, who will be Nautilus' Co-Chief Executive Officer and
Chief Financial Officer.
Mr. Akis Tsirigakis, Co-CEO of Nautilus
stated "We are very pleased to announce this transaction and the
entry of Nautilus into the maritime energy services sector, a
traditionally high barrier of entry market, albeit a very
attractive one and with great potential for many years to come.
Assetplus' fleet of newly-built, high specification vessels with
long period charter coverage to an oil major like Petrobras will
allow us to build the quality company we envisage and implement a
growth, the first steps of which are already in place. Having
entered this quite fragmented sector, we aspire to building a
company with a focus in the creation of shareholder value. Our
investors who wish to remain shareholders in Nautilus should
refrain from tendering their shares for redemption."
Mr. George Syllantavos, Co-CEO of Nautilus
added "The long term charters we are acquiring allow for visible,
predictable cash flows with a leading charter counterparty. Through
this transaction, we are able to create a platform company which
can serve as the foundation for growth within the exciting offshore
supply vessel sector. Growth will initially come through the two
additional OSRV contracts with Petrobras that we are acquiring as
part of this transaction which form the basis for very accretive
add-on acquisitions. We strongly believe that we are presenting
investors with a value enhancing transaction in the dynamic energy
services sector. As such, we urge our investors to not tender their
shares in the Tender Offer."
Overview of Assetplus
Assetplus is a Cyprus company organized on August 10, 2012 with
subsidiaries holding: (i) two PSVs, namely, the Vega Crusader and
Vega Corona and (ii) two OSRVs, namely the Vega Juniz and Vega
Emtoli. Each of the Vega Crusader, Vega Corona, and Vega Juniz has
already been delivered to Assetplus. Assetplus expects to take
delivery and ownership of the Vega Emtoli during December 2012.
Through its subsidiaries, Assetplus also controls six binding
time charter contracts with Petrobras for two PSVs and four OSRVs,
each having durations of four years plus an additional four
optional years. Four of the six time charter agreements with
Petrobras will be serviced by Assetplus' current fleet.
As a result of the terms of its agreement with the Sellers,
Nautilus expects to be able to facilitate the acquisition of
Assetplus without utilizing proceeds held in Nautilus' trust
account at the closing of the Acquisition.
Following the closing of the Acquisition, Nautilus intends to
use the proceeds from its trust account to acquire two additional
OSRVs (currently under negotiation to be acquired for an aggregate
value of approximately $34.0 million) to service the remaining two
time charter agreements Assetplus has with Petrobras. Nautilus
anticipates acquiring each of these vessels with approximately (for
each vessel) $6 million of cash proceeds from its trust account and
approximately $11 million (65% gearing) in a to-be-secured debt
facility.
The remaining cash from Nautilus' trust account after the Tender
Offer, the Acquisition and the acquisition of these 2 additional
OSRVs is expected to be used for further vessel acquisitions and
working capital.
Summary of Assetplus' Fleet to be acquired by
Nautilus
---------------------------------------------------------------------------
Gross Time Charter
Vessel Name Vessel Type Year Built Delivery TCE Rate Duration
---------------------------------------------------------------------------
4 years +
Vega Corona PSV 2012 Delivered $20,950 4-year option
---------------------------------------------------------------------------
4 years +
Vega Crusader PSV 2012 Delivered $21,950 4-year option
---------------------------------------------------------------------------
4 years +
Vega Juniz OSRV 2012 Delivered $26,200 4-year option
---------------------------------------------------------------------------
Delivery by 4 years +
Vega Emtoli OSRV 2012 12/31/12 $26,200 4-year option
---------------------------------------------------------------------------
Under 4 years +
Vega Jaanca OSRV 2012 Negotiation $26,200 4-year option
---------------------------------------------------------------------------
Under 4 years +
Vega Inruda OSRV 2012 Negotiation $26,200 4-year option
---------------------------------------------------------------------------
Summary of the Acquisition Under the terms
of the Share Purchase Agreement, the Sellers will receive
acquisition consideration consisting of cash and stock, as well as
the assumption or repayment of existing debt. At or immediately
following the closing of the Acquisition:
- Nautilus will issue to Sellers an aggregate of 1,722,773 Common
Shares valued at $10.10 per share, representing a total value of
$17,400,007 (the "Initial Stock Payment");
- Nautilus will issue 594,059 Common Shares (valued at $10.10 per
share) (the "Put Shares") to Mezzanine Financing Investment III
Ltd. ("Mezzanine") in full satisfaction of the $6,000,000 in loan
proceeds drawn down by Assetplus under a working capital facility
with Mezzanine (the "Working Capital Facility"). Mezzanine will be
granted a 6 month put option exercisable upon 60 days prior notice
(deliverable no earlier than the last day of the four month period
following the consummation of the Tender Offer), to cause Nautilus
to repurchase all or any portion of such put shares at $11.35 per
share (an aggregate value up to $6,742,570) and
- Nautilus will assume Assetplus' outstanding indebtedness at
closing, not to exceed a principal amount equal to $52,220,000,
which is comprised of $38,220,000 in senior bank debt and
$14,000,000 of mezzanine debt.
In addition, Nautilus anticipates acquiring Assetplus with
approximately $2.6 million in cash on hand in the operating
accounts of the four vessels acquired through Assetplus.
Subsequent to the closing, Nautilus will pay to the Sellers an
aggregate of $7,150,000 in cash, This cash consideration will be
payable, in Nautilus' discretion, either: (i) within 15 days
following the Expiration Date, interest free, or (ii) within 90
days following the Expiration Date, together with interest at 10%
per annum.
The Sellers will also be entitled to receive up to an aggregate
of $6,315,040 worth of additional Common Shares (the "Earn-Out
Payment") if Nautilus achieves consolidated EBITDA (defined as
gross revenue minus commissions minus vessel operating expenses on
an annualized basis) for the fiscal year ending December 31, 2013
for the initial 4-vessel fleet equal to or in excess of
$18,000,000. The Earn-Out Payment is based on a per share price
equal to the greater of: (i) the 45-day value weighted average
price on the issuance date or (ii) $10.10 per share. The Earn-Out
Payment will be made, if payable, within 30 days following the
filing of Nautilus' Form 20-F annual report for fiscal year
2013.
Also, in the event that Assetplus acquires any of the two
additional OSRVs currently under negotiation (Vega Jaanca and Vega
Inruda), then the Sellers shall be entitled to receive up to an
aggregate of $1,614,980 worth of additional Common Shares per
acquired vessel if such vessels achieve certain agreed upon EBITDA
thresholds for the year ending December 31, 2013.
The consummation of the Acquisition is conditioned upon
(collectively, the "Acquisition Condition"), in addition to
customary closing conditions, among other things: (i) the
successful completion of the Tender Offer according to the terms of
Nautilus' offer to purchase (the "Offer to Purchase") and related
documents filed with the Securities and Exchange Commission (the
"SEC") in connection with the Tender Offer, (ii) Assetplus,
together with its subsidiaries, having outstanding principal
indebtedness of not greater than $52,220,000, plus the principal
amount of the Working Capital Facility, (iii) Nautilus delivering
the Initial Stock Payment to the Sellers, (iv) Nautilus delivering
the Put Shares to Mezzanine Financing and (v) Sellers having
delivered their shares of Assetplus to Nautilus.
Commencement of Tender Offer
Nautilus also announced today the commencement of its Tender
Offer as required by Nautilus' articles of incorporation, as
amended, and as a condition to the Share Purchase Agreement.
Pursuant to the Tender Offer, Nautilus is tendering for up to
4,137,300 of its Common Shares at a per share price of $10.10, net
to the shareholders in cash, without interest. Shareholders are
urged to obtain current market quotations for the Common Shares
before deciding whether to tender their Common Shares.
Nautilus' board of directors recommends that
existing shareholders not tender their Common Shares after they review Nautilus' Offer
to Purchase which is being filed with the SEC and which will be
distributed to shareholders.
If more than 4,137,300 Common Shares are validly tendered and
not properly withdrawn, Nautilus may exercise, at any time and in
its discretion, its right to, in accordance with the rules of the
SEC, amend the Tender Offer to purchase up to an additional 2% of
its outstanding Common Shares, or 120,000 Common Shares, without
extending the Expiration Date, and thereby accept for payment all
Common Shares which may be validly tendered in the Tender Offer
(the "2% Amendment Right"). However, if more than 4,137,300 Common
Shares are validly tendered and not properly withdrawn, and
Nautilus does not exercise its 2% Amendment Right, or if Nautilus
is unable to satisfy the Acquisition Condition, Nautilus may amend,
terminate or extend the Tender Offer.
Tenders of Nautilus' Common Shares must be made prior to the
Expiration Date, and may be withdrawn at any time prior to the
Expiration Date. The Tender Offer is subject to conditions and
other terms set forth in the Offer to Purchase and related Tender
Offer materials, which are scheduled for distribution to Nautilus'
shareholders beginning today.
In particular, the Tender Offer is conditioned on, among other
things, Nautilus' reasonable judgment that the Acquisition is
capable of being consummated contemporaneously with the Tender
Offer. If Nautilus terminates the Tender Offer, it will not: (i)
purchase any Common Shares pursuant to the Tender Offer or (ii)
consummate the Acquisition with Assetplus.
Nautilus' board of directors has unanimously: (i) approved the
making of the Tender Offer, (ii) declared the advisability of the
Acquisition and approved the Share Purchase Agreement and the
transactions contemplated by the Share Purchase Agreement, and
(iii) determined that the Acquisition is in the best interests of
Nautilus and its shareholders and if consummated would constitute
Nautilus' initial business transaction pursuant to its articles of
incorporation. If shareholders tender their Common Shares in the
Offer, they will not be participating in the Acquisition because
they will no longer hold such Common Shares in Nautilus, which will
be the public holding company for the operations of Assetplus and
its subsidiaries following the consummation of the Acquisition.
Morrow & Co., LLC is acting as the information agent for the
Tender Offer, and the depositary therefor is American Stock
Transfer & Trust Company. The Offer to Purchase, a letter of
transmittal and related documents are being prepared for mailing
today to Nautilus' shareholders of record and will be made
available for distribution to beneficial owners of Nautilus' Common
Shares as soon as practicable. For questions and information,
please call the information agent toll free at (800) 662-5200
(banks and brokers call (203) 658-9400).
This announcement is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to sell Common Shares of Nautilus. The solicitation of offers to
buy Common Shares of Nautilus will only be made pursuant to the
Offer to Purchase, dated December 7, 2012 (as amended or
supplemented), the Letter of Transmittal, and other related
documents that Nautilus will send to its shareholders. The Tender
Offer materials contain important information that should be read
carefully before any decision is made with respect to the Tender
Offer. Those materials are being distributed by Nautilus to
Nautilus' shareholders at no expense to them. In addition, all of
those materials (and all other offer documents filed with the SEC)
will be available at no charge on the SEC's website at www.sec.gov
and from the information agent.
Nautilus intends to file other relevant materials with the SEC
in connection with the proposed Acquisition and Tender Offer. The
materials to be filed by Nautilus with the SEC may be obtained free
of charge at the SEC's web site at www.sec.gov. Shareholders also
will be able to obtain free copies of the documents filed with the
SEC from Nautilus by directing a request to: Nautilus Marine
Acquisition Corp., 90 Kifissias Avenue, Maroussi 15125, Athens,
Greece. Additionally, all documents filed with the SEC can be found
on Nautilus' website, www.nautilusacquisition.com.
Conference Call details:
Nautilus' management team will host a conference call to discuss
the transaction on Tuesday, December 11, 2012 at 11a.m., New York
Time.
Participants should dial into the call 10 minutes before the
scheduled time using the following numbers: 1(866) 819-7111 (from
the US), 0(800) 953-0329 (from the UK) or +(44) (0) 1452 542 301
(from outside the US). Please quote "Nautilus."
A replay of the conference call will be available until December
18, 2012. The United States replay number is 1(866) 247-4222; from
the UK 0(800) 953-1533; the standard international replay number is
(+44) (0) 1452 550 000 and the access code required for the replay
is 79304419#.
Slides and audio webcast:
There will also be a simultaneous live webcast over the
Internet, through the Nautilus website (www.nautilusacquisition.com). Participants to the live
webcast should register on the website approximately 10 minutes
prior to the start of the webcast.
Advisors and Counsel Maxim Group LLC and
Seaborne Capital Advisors LLC are acting as financial advisors to
Nautilus in connection with the proposed transaction. Ellenoff
Grossman & Schole LLP is acting as U.S. securities and
transaction counsel to Nautilus.
About Nautilus
Nautilus was formed in November 2010 pursuant to the laws of the
Republic of the Marshall Islands for the purpose of acquiring,
through a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, exchangeable share transaction or other
similar business transaction with one or more operating businesses
or assets. A registration statement for Nautilus' initial public
offering (the "IPO") was declared effective on July 14, 2011. It
consummated its IPO on July 20, 2011 and received gross proceeds of
$48,000,000. Nautilus issued an aggregate of 4,800,000 Units in the
IPO. Each Unit consisted of one Common Share and one warrant. Each
warrant entitles the holder to purchase from Nautilus one Common
Share at an exercise price of $11.50 per share. Prior to the
consummation of the IPO, Nautilus completed a private placement of
an aggregate of 3,108,000 Warrants to certain insiders, generating
gross proceeds of $2,331,000. A total of $48,480,000 of the net
proceeds from the IPO and the private placement were placed in a
Trust Account established for the benefit of Nautilus' public
shareholders.
Cautionary Note Regarding Forward-Looking
Statements
Some of the statements in this release and in presentations by
Nautilus' management relating to the matters described herein are
or may constitute "forward-looking statements." Words such as
"believe," "expect," "anticipate," "project," "target,"
"optimistic," "intend," "aim," "will" or similar expressions are
intended to identify forward-looking statements. Forward-looking
statements relating to the proposed Acquisition and Tender Offer
(as well as Nautilus' post-closing activities) include, but are not
limited to: (i) statements about the benefits of the Acquisition
involving Nautilus and Assetplus, including future financial and
operating results; (ii) Nautilus' and Assetplus' plans, objectives,
expectations and intentions (including with respect to future
vessel acquisitions and the use of proceeds from Nautilus' trust
account); (iii) the expected timing of completion of the
Acquisition and the Tender Offer; and (iv) other statements
relating to the Acquisition, the Tender Offer and Nautilus'
post-closing activities that are not historical facts.
Forward-looking statements involve estimates, expectations and
projections and, as a result, are subject to risks and
uncertainties. Actual results could differ materially if not
substantially from those described in the forward-looking
statements.
Important risks and other factors could cause actual results to
differ materially from those indicated by such forward-looking
statements. With respect to the Acquisition, the Tender Offer and
Nautilus' post-closing activities, such risks and uncertainties
include, among many others: (i) the risk associated with Nautilus'
Tender Offer (including uncertainty regarding the number of
shareholders who may tender their Common Shares); (ii) the risk
that the business and assets of Assetplus will not be properly
integrated into Nautilus; (iii) the risk that the benefits to
Nautilus and its stockholders anticipated from acquisition by
Nautilus of Assetplus may not be fully realized or may take longer
to realize than expected; (iv) the risk that any projections,
including earnings, revenues, expenses, synergies, margins or any
other financial items are not realized, (v) the risks associated
with the current concentration of Assetplus' business with one
customer, Petrobras; (vi) the potential for reductions in industry
profit margins due to, among other factors, declining charter
rates; (vii) the inability of Nautilus to expand and diversify the
business of Assetplus; (viii) changing interpretations of generally
accepted accounting principles; (ix) Nautilus' continued compliance
with government regulations; changing legislation and regulatory
environments; (x) the ability of Nautilus to meet the Nasdaq's
continued listing standards; (xi) the potential for lower return on
investment by Nautilus on its investments in vessel assets; (xii)
the inability of Nautilus to manage growth; (xiii) requirements or
changes affecting the shipping and maritime industry; (xiv) the
general volatility of market prices of the Nautilus' securities and
general economic conditions; (xv) Nautilus' ability to implement
new strategies and react to changing market conditions; (xvi) risks
associated with operating (including environmental) hazards; (xvii)
risks associated with competition; (xviii) risks associated with
the loss of key personnel; or (xix) any of the factors in detailed
in the "Risk Factors" section of Nautilus' filings with the
SEC.
The foregoing listing of risks is no exhaustive. These risks, as
well as other risks associated with the Acquisition and the Tender
Offer, will be more fully discussed in Nautilus' Schedule TO being
filed with the SEC in connection with the Tender Offer. Additional
risks and uncertainties are identified and discussed in Nautilus'
reports filed or to be filed with the SEC and available at the
SEC's website at http://www.sec.gov. Forward-looking statements
included in this press release speak only as of the date of this
press release. Nautilus undertakes and assumes no obligation, and
do not intend, to update Nautilus' forward-looking statements,
except as required by law.
Company Contact: Prokopios "Akis" Tsirigakis President
Nautilus Marine Acquisition Corp. +30 210 876-4750 Investor
Relations Contact: Matthew Abenante Investor Relations Advisor
Capital Link, Inc. 230 Park Avenue - Suite 1536 New York, N.Y.
10169 Tel. (212) 661-7566 Email: nautilus@capitallink.com
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