MONACO, Oct. 08, 2018 (GLOBE NEWSWIRE) — Navios Amphibian Acquisition Corporation (“Navios Acquisition”) (NYSE:NNA) and Navios Amphibian Midstream Partners L.P. (“Navios Midstream”) (NYSE:NAP) appear today that they accept entered into a absolute alliance acceding beneath which Navios Acquisition will admission all of the about captivated units of Navios Midstream in barter for shares of Navios Acquisition (the “Transaction”).
The Transaction is accepted to:
Under the acceding of the Transaction, accessible unitholders of Navios Midstream may barter anniversary Navios Midstream accepted assemblage for either:
Navios Midstream about captivated units for which no acclamation is fabricated will be accounted to accept adopted the anatomy of application best adopted by holders of about captivated units of Navios Midstream. In addition, if holders apery 80% or added of the about captivated units of Navios Midstream accept (or are accounted to accept elected) to accept Navios Acquisition accepted banal consideration, all about captivated units of Navios Midstream will be exchanged for Navios Acquisition accepted stock.
The barter of captivated units of Navios Midstream for shares of accepted banal or Adopted Banal of Navios Acquisition in the Transaction is accepted to be a tax-free barter to Navios Midstream unitholders for U.S. federal assets tax purposes.
The conflicts lath of the lath of admiral of Navios Midstream (“Conflicts Committee”) adjourned the transaction on account of Navios Midstream and its accessible unitholders. The transaction was absolutely accustomed by the Conflicts Committee, the lath of admiral of Navios Midstream and the lath of admiral of Navios Acquisition.
The approval and acceptance of the alliance acceding and the alliance by Navios Midstream requires approval by a majority of the outstanding Navios Midstream accepted units. Navios Acquisition owns a adequate cardinal of Navios Midstream accepted units to accept the alliance on account of all Navios Midstream unitholders and has agreed to accord to the merger. The closing of the alliance is accountable to accepted closing conditions, including capability of a allotment account on Anatomy F-4 accompanying to the arising of new shares of Navios Acquisition to the accessible unitholders of Navios Midstream and the commitment of an advice account to such unitholders.
The transaction is accepted to aing about December 2018.
A presentation analogue the transaction declared in this columnist absolution will be acquaint on the Navios Acquisition website.
Fried, Frank, Harris, Shriver & Jacobson LLP acted as acknowledged adviser and S. Goldman Advisors LLC acted as banking adviser to Navios Acquisition. Latham & Watkins LLP acted as acknowledged adviser and Simmons & Aggregation acted as banking adviser to the Conflicts Lath of Navios Midstream.
Other Absolute Appearance of Navios Acquisition’s Adopted Stock
Reverse Banal Split
Navios Acquisition additionally appear that its Lath of Admiral has accustomed a 1-for-15 about-face banal breach of its issued and outstanding shares of accepted stock. The about-face banal breach is accountable to stockholder approval, which Navios Acquisition intends to seek at a appropriate affair of its stockholders appointed to be captivated in November 2018. The about-face banal breach is accepted to be accomplished afore the closing of the Transaction.
About Navios Amphibian Acquisition Corporation
Navios Acquisition (NYSE:NNA) is an buyer and abettor of tanker argosy absorption on the busline of petroleum articles (clean and dirty) and aggregate aqueous chemicals. For added advice about Navios Acquisition, amuse appointment our website: www.navios-acquisition.com.
About Navios Amphibian Midstream Partners L.P.Navios Amphibian Midstream Partners L.P. is a about traded adept bound affiliation which owns and operates awkward oil tankers beneath abiding application contracts. For added information, amuse appointment our website at www.navios-midstream.com.
This advice does not aggregate an action to advertise or the address of an action to buy any securities. In affiliation with the proposed Transaction, Navios Acquisition will book a allotment account and a accompanying announcement with the Balance and Barter Commission pursuant to which shares of Accepted Banal and Adopted Banal of Navios Acquisition to be issued in the proposed Transaction will be registered. Investors are apprenticed to apprehend the allotment account and the accompanying announcement (including all amendments and supplements) because they will accommodate important advice apropos the Navios Acquisition shares and the Transaction. Investors may admission chargeless copies of the allotment account and the accompanying announcement back they become available, as well as added filings absolute advice about Navios Acquisition and Navios Midstream, after charge, at the SEC’s Web armpit (www.sec.gov).
This columnist absolution contains advanced statements (as authentic in Section 27A of the Balance Act of 1933, as amended, and Section 21E of the Balance Barter Act of 1934, as amended) apropos approaching contest and expectations, including with account to the timing of closing of the proposed Transaction and the accepted appulse of the Transaction on Navios Acquisition’s basic and authoritative structure, the trading clamminess and float of Navios Acquisition’s accepted banal and Navios Acquisition’s admission to the basic markets, acclaim profile, banknote retention, approaching profitability, accepted amount accumulation and amount of capital. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and agnate expressions are advised to analyze advanced statements. These advanced statements are based on the advice accessible to, and the expectations and assumptions accounted reasonable by, Navios Acquisition at the time these statements were made. Although Navios Acquisition believes that the expectations reflected in such advanced statements are reasonable, no affirmation can be accustomed that such expectations will prove to accept been correct. These statements absorb accepted and alien risks and are based aloft a cardinal of assumptions and estimates which are inherently accountable to cogent uncertainties and contingencies, abounding of which are above the ascendancy of Navios Acquisition. Absolute after-effects may alter materially from those bidding or adumbrated by such advanced statements. Factors that could account absolute after-effects to alter materially include, but are not bound to, the creditworthiness of the charterers of Navios Acquisition and Navios Midstream and the adeptness of their arrangement counterparties to accomplish their obligations, tanker industry trends, including allotment ante and barge ethics and factors affecting barge accumulation and demand, the crumbling of argosy of Navios Acquisition and Navios Midstream and resultant increases in operation and dry advancing costs, the accident of any chump or allotment or vessel, Navios Acquisition and Navios Midstream’s adeptness to accord outstanding indebtedness, to admission added costs and to admission backup charters for their corresponding vessels, in anniversary case, at commercially adequate ante or at all, increases in costs and expenses, including but not bound to: aggregation wages, insurance, provisions, anchorage expenses, bless oil, bunkers, repairs, aliment and accepted and authoritative expenses, the accepted amount of, and our adeptness to accede with, authoritative regulations and amphibian self-regulatory alignment standards, as able-bodied as accepted regulations imposed by our charterers applicative to our business, abeyant accountability from action and our barge operations, including acquittal of pollutants, accepted calm and all-embracing political conditions, aggressive factors in the bazaar in which Navios Acquisition and Navios Midstream operate; risks associated with operations outside the United States; and added factors listed from time to time in the Navios Acquisition and Navios Midstream’s filings with the U.S. Balance and Barter Commission, including their corresponding anniversary and acting letters filed on Anatomy 20-F and Anatomy 6-K. Navios Acquisition and Navios Midstream especially abandon any obligations or adventure to absolution about any updates or revisions to any advanced statements independent herein to reflect any change in their expectations with account thereto or any change in events, altitude or affairs on which any account is based. Navios Acquisition makes no anticipation or account about the achievement of its accepted banal or adopted stock.
Investor Relations ContactNavios Amphibian Acquisition Corporation [email protected]
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