Nautilus Marine Acquisition Announces Extension of Tender Offer
January 04 2013 - 9:14AM
Marketwired
Nautilus Marine Acquisition Corp.
("Nautilus") (NASDAQ: NMAR) today announced that its
previously announced tender offer, as amended, has been extended
until 5:00 p.m. New York City time, on January 22, 2013, unless
further extended or earlier terminated. The tender offer was
previously scheduled to expire at 11:59 p.m. New York City time, on
January 7, 2013.
The completion of the tender offer is a condition to Nautilus'
previously announced acquisition of Assetplus Limited. The
extension is being made to comply with the rules and procedure
requirements of the Securities Exchange Commission. Except for such
extension, all of the terms and conditions set forth in the tender
offer materials filed with the U.S. Securities and Exchange
Commission on December 7, 2012, as amended, remain unchanged.
Shareholders who support the Company's business transaction with
Assetplus should not tender their common
shares in the tender offer, and if they have previously done so,
should withdraw such tendered shares prior to 5:00 p.m. New York
City time, on January 22, 2013. Tenders of Nautilus' common shares
must be made prior to the expiration of the tender offer and may be
withdrawn at any time prior to the expiration of the tender offer
in accordance with the procedures described in the previously
provided tender offer materials.
The tender offer is subject to conditions and other terms set
forth in the Offer to Purchase, dated December 7, 2012, and other
tender offer materials (as they may be amended or supplemented)
that have been distributed to Nautilus' shareholders. In
particular, the tender offer is conditioned on, among other things,
that the business transaction with Assetplus, in Nautilus'
reasonable judgment, is capable of being consummated
contemporaneously with the tender offer.
The last reported trading price of Nautilus' common shares on
the Nasdaq Capital Market on January 3, 2013 was $10.00 per share.
As of January 3, 2013, 106,105 common shares have been validly
tendered and not properly withdrawn.
Morrow & Co., LLC is acting as the information agent, and
the depositary is American Stock Transfer & Trust Company. 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, the Letter of
Transmittal, and other related documents that Nautilus has
distributed 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
were 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) are available at no charge on the
SEC's website at www.sec.gov and from the information agent.
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 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 involve
estimates, expectations and projections and, as a result, are
subject to risks and uncertainties. Actual results (including,
without limitation, the results of the Nautilus' tender offer and
proposed business combination with Assetplus) 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 of
Assetplus, 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 Nautilus
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 not exhaustive. These risks, as well
as other risks associated with the acquisition of Assetplus and
Nautilus' tender offer, have been more fully discussed in Nautilus'
Schedule TO, as amended, 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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