Navios Maritime Midstream Partners L.P. Receives Merger Proposal from Navios Maritime Acquisition Corporation
July 02 2018 - 4:05PM
Navios Maritime Midstream Partners L.P. (“Navios Midstream”)
(NYSE:NAP), an owner and operator of tanker vessels, announced
today that its board of directors has received a proposal from
Navios Maritime Acquisition Corporation (“Navios Acquisition”)
(NYSE:NNA) pursuant to which Navios Acquisition would acquire the
publicly held shares of Navios Midstream not already owned by
Navios Acquisition in a stock for units exchange.
Subject to negotiation and execution of a definitive agreement,
Navios Acquisition is proposing consideration of 6.292 Navios
Acquisition shares for each outstanding publicly held unit of
Navios Midstream as part of a transaction that would be structured
as a merger of Navios Midstream with Navios Acquisition. The
proposed consideration represents a value of $3.838 per common unit
of Navios Midstream based on the closing price of Navios
Acquisition’s shares as of June 28, 2018. The proposed transaction
is expected to be a tax-free exchange to Navios Midstream’s unit
holders for US federal income tax purposes.
The proposed transaction is subject to the negotiation and
execution of a definitive agreement, approval of the board of
directors of Navios Acquisition and the necessary approvals of the
conflicts committee of Navios Midstream under Navios Midstream’s
limited partnership agreement. The consummation of the proposed
transaction would be subject to customary closing conditions. There
can be no assurance that any such approvals will be forthcoming,
that a definitive agreement will be executed, or that any
transaction will be consummated.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. This
communication is not a substitute for any documents that may be
filed with the SEC or sent to equity holders in connection with the
proposed transaction. Equity holders are urged to read those
documents, which will contain important information.
About Navios Maritime Midstream Partners
L.P.Navios Maritime Midstream Partners L.P. is a publicly
traded master limited partnership which owns and operates crude oil
tankers under long-term employment contracts. For more information,
please visit our website at www.navios-midstream.com.
Forward-Looking StatementsThis press release
contains forward-looking statements (as defined in Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended) concerning future
events and expectations, including with respect to Navios
Midstream’s future dividends and Navios Midstream's growth strategy
and measures to implement such strategy; including expected vessel
acquisitions and entering into further time charters. Words such as
“may,” “expects,” “intends,” “plans,” “believes,” “anticipates,”
“hopes,” “estimates,” and variations of such words and similar
expressions are intended to identify forward-looking statements.
Such statements include comments regarding expected revenue and
time charters. These forward-looking statements are based on the
information available to, and the expectations and assumptions
deemed reasonable by, Navios Midstream at the time these statements
were made. Although Navios Midstream believes that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct. These statements involve known and unknown risks and
are based upon a number of assumptions and estimates that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond the control of Navios Midstream. Actual
results may differ materially from those expressed or implied by
such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to, the
creditworthiness of our charterers and the ability of our contract
counterparties to fulfill their obligations to us, tanker industry
trends, including charter rates and vessel values and factors
affecting vessel supply and demand, the aging of our vessels and
resultant increases in operation and drydocking costs, the loss of
any customer or charter or vessel, our ability to repay outstanding
indebtedness, to obtain additional financing and to obtain
replacement charters for our vessels, in each case, at commercially
acceptable rates or at all, increases in costs and expenses,
including but not limited to: crew wages, insurance, provisions,
port expenses, lube oil, bunkers, repairs, maintenance and general
and administrative expenses, the expected cost of, and our ability
to comply with, governmental regulations and maritime
self-regulatory organization standards, as well as standard
regulations imposed by our charterers applicable to our business,
potential liability from litigation and our vessel operations,
including discharge of pollutants, general domestic and
international political conditions, competitive factors in the
market in which Navios Midstream operates; risks associated with
operations outside the United States; and other factors listed from
time to time in Navios Midstream’s filings with the U.S. Securities
and Exchange Commission including its Form 20-Fs and Form 6-Ks.
Navios Midstream expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Navios
Midstream’s expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is
based. Navios Midstream makes no prediction or statement about the
performance of its common units.
Investor Relations ContactNavios Maritime
Midstream Partners L.P.+1 (212) 906
8647Investors@navios-midstream.com
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