Nautilus Marine Acquisition Announces Successful Closing of Its Acquisition and Final Results of Its Tender Offer
February 13 2013 - 10:52PM
Marketwired
Nautilus Marine Acquisition Corp.
("Nautilus") (NASDAQ: NMAR) today announced
the successful closing of its acquisition of Assetplus
Limited as well as the expiration and final results of its
tender offer to purchase up to 4,137,300 shares of its common stock
(the "Common Shares") at price of $10.10 per share, net to the
seller in cash, without interest thereon (the "Tender Offer"). The
Tender Offer expired at 5:00 p.m., New York City time, on February
13, 2013. Shortly following the expiration of the Tender Offer,
Nautilus successfully completed its acquisition of Assetplus
Limited.
Based upon information provided by American Stock Transfer &
Trust Company, the depositary for the Tender Offer, as of the
expiration of the Tender Offer, a total of 4,225,864 Common Shares
have been validly tendered and not withdrawn. Pursuant to the terms
of the Offer, Nautilus accepted for purchase an additional 88,564
Common Shares (within 2% of Nautilus' outstanding Common Shares).
As a result, all Common Shares validly tendered and not properly
withdrawn were accepted for purchase. As such, Nautilus accepted
for purchase 4,225,864 Common Shares at a purchase price of $10.10
per Common Share for a total cost of approximately $42.68 million,
excluding fees and expenses related to the Tender Offer. Such
Common Shares represent approximately 70.4% of Nautilus' issued and
outstanding Common Shares as of February 13, 2013. Payment for
Common Shares accepted for purchase will be made promptly.
Morrow & Co., LLC acted as the information agent, and the
depositary was 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.
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.
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
Nautilus Marine Acqu (MM) (NASDAQ:NMAR)
Historical Stock Chart
From Nov 2024 to Dec 2024
Nautilus Marine Acqu (MM) (NASDAQ:NMAR)
Historical Stock Chart
From Dec 2023 to Dec 2024