Scorpio Tankers Inc. (NYSE:STNG) (“Scorpio Tankers,” or the
“Company”) announced today that it has completed the acquisition of
four LR1 tankers (the “LR1 Vessels”) from Navig8 Product Tankers
Inc (“NPTI”). On May 23, 2017, the Company announced that it had
entered into an agreement to acquire the LR1 Vessels as part of the
definitive agreements to merge with NPTI (the “Merger”). To acquire
the LR1 Vessels the Company paid $42.2 million in cash
consideration and assumed debt of $113.8 million. The cash is
expected to be used by NPTI for general corporate purposes,
including working capital, and any remaining cash at the closing of
the Merger will form part of the balance sheet of the combined
company.
The closing of the Merger is subject to the completion of
certain customary conditions, including without limitation, the
approval of the Merger by holders of a majority of the outstanding
shares of common stock of NPTI, the registration statement filed
with U.S. Securities and Exchange Commission (the “SEC”) by
Scorpio Tankers to register its shares of common stock to be issued
as consideration in the Merger becoming effective under the U.S.
Securities Act of 1933, as amended, and the listing of such shares
on the New York Stock Exchange. The Merger is expected to close in
the third quarter of 2017.
About Scorpio Tankers Inc.
Scorpio Tankers is a provider of marine transportation of
petroleum products worldwide. Scorpio Tankers currently owns 82
product tankers (23 LR2, four LR1, 41 MR and 14 Handymax tankers)
with an average age of 2.4 years and time or bareboat charters-in
19 product tankers (one LR2, nine MR and nine Handymax tankers).
Scorpio Tankers has contracted for six newbuilding MR product
tankers which are expected to be delivered throughout the remainder
of 2017 and the first quarter of 2018. The Company has entered into
a merger agreement with NPTI to acquire 23 product tankers (eight
LR1 and 15 LR2 tankers). Scorpio Tankers has also entered
into an agreement to sell two MR product tankers, which is expected
to close in June 2017. Additional information about Scorpio
Tankers is available at Scorpio Tankers’ website
www.scorpiotankers.com, which is not a part of this press
release.
About Navig8 Product Tankers Inc.
NPTI is a Marshall Islands corporation formed for the purpose of
acquiring and operating LR1 and LR2 tankers with fuel-efficient
specifications and carrying capacities between 74,000 dwt and
113,000 dwt in the international product tanker market. Following
the sale of 4 LR1 tankers to Scorpio Tankers, NPTI currently has a
fleet of 23 eco-design product tankers (15 LR2 and 8 LR1
tankers). These vessels were financed through bank debt, sale
leaseback transactions and cash on hand. All of NPTI’s vessels are
operated in pools managed by the Navig8 Group.
Forward-Looking Statements
Matters discussed in this press release may constitute
forward-looking statements. The Private Securities Litigation
Reform Act of 1995 provides safe harbor protections for
forward-looking statements in order to encourage companies to
provide prospective information about their business.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements, which are other than
statements of historical facts. Scorpio Tankers desires to take
advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. The
words “believe,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” “target,” “project,” “likely,” “may,” “will,” “would,”
“could” and similar expressions identify forward-looking
statements.
The forward-looking statements in this press release are based
upon various assumptions, many of which are based, in turn, upon
further assumptions, including without limitation, management’s
examination of historical operating trends, data contained in
company records and other data available from third parties.
Although management believes that these assumptions were reasonable
when made, because these assumptions are inherently subject to
significant uncertainties and contingencies which are difficult or
impossible to predict and are beyond the company’s control, there
can be no assurance that Scorpio Tankers will achieve or accomplish
these expectations, beliefs or projections. The Company undertake
no obligation, and specifically decline any obligation, except as
required by law, to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
In addition to these important factors, other important factors
that, in our view, could cause actual results to differ materially
from those discussed in the forward-looking statements include the
ability of Scorpio Tankers to successfully complete the proposed
merger on anticipated terms and timing, including obtaining
required shareholder and regulatory approvals, unforeseen
liabilities, future capital expenditures, revenues, expenses,
earnings, synergies, economic performance, indebtedness, financial
condition, losses, future prospects, business and management
strategies for the management, expansion and growth of the new
combined company’s operations and other conditions to the
completion of the acquisition, risks relating to the integration of
NPTI’s operations and the possibility that the anticipated
synergies and other benefits of the proposed acquisition will not
be realized or will not be realized within the expected timeframe,
the outcome of any legal proceedings related to the merger, the
failure of counterparties to fully perform their contracts with us,
the strength of world economies and currencies, general market
conditions, including fluctuations in charter rates and vessel
values, changes in demand for tanker vessel capacity, changes in
our operating expenses, including bunker prices, drydocking and
insurance costs, the market for our vessels, availability of
financing and refinancing, charter counterparty performance,
ability to obtain financing and comply with covenants in such
financing arrangements, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential
liability from pending or future litigation, general domestic and
international political conditions, potential disruption of
shipping routes due to accidents or political events, vessels
breakdowns and instances of off-hires, and other factors. Please
see Scorpio Tankers’ filings with the SEC for a more complete
discussion of certain of these and other risks and
uncertainties.
IMPORTANT INFORMATION FOR INVESTORS
In connection with the proposed Merger of Scorpio Tankers and
NPTI, Scorpio Tankers has filed with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form
F–4(File No. 333-218478) that constitutes a prospectus of Scorpio
Tankers and includes a proxy statement of NPTI. Scorpio
Tankers also plans to file other relevant documents with the SEC
regarding the proposed Merger. INVESTORS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the
proxy statement/prospectus (if and when it becomes available) and
other relevant documents filed by Scorpio with the SEC at the
SEC’s website at www.sec.gov.
In addition, you will be able to obtain free copies of these
documents by phone, e–mail or written request by contacting the
investor relations department of Scorpio or Navig8 at the
following:
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Scorpio Tankers
Inc. |
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Navig8 Product Tankers
Inc. |
9, Boulevard Charles
III |
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2nd Floor,
Kinnaird House |
Monaco 98000 |
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1 Pall Mall East,
London |
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SW1Y 5AU |
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Attn: Investor
Relations |
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Attn: Investor
Relations |
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+377-9798-5716Investor.relations@scorpiotankers.com |
|
+1 203 975
4788info@navig8producttankers.com |
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