Marathon Announces Additional Global Ship Lease Dividend to be Declared Shortly After the Merger
June 26 2008 - 9:51AM
Marketwired
NEW YORK, NY (AMEX: MAQ) (OTCBB: MAQ.WS) announces that Global
Ship Lease, Inc. expects to pay a starting dividend of $0.18 per
share on its Class A common shares to be declared shortly after the
merger of Marathon and Global Ship Lease. The record date is
expected to be within ten days after the closing of the proposed
merger which is expected to occur in mid-August. This starting
dividend is in addition to the previously announced regular
quarterly dividend of $0.18 per share commencing with the third
quarter of 2008 and increasing to $0.19 per share commencing with
the third quarter of 2009. The dividend for the third quarter 2008
is currently expected to be paid in November 2008.
In addition, Marathon has fixed the close of business on July 7,
2008 as the record date for the determination of Marathon
stockholders entitled to notice of and to vote at the special
meeting of stockholders, and at any adjournment thereof, relating
to the proposed merger, and such other proposals as disclosed in
the proxy materials relating to the special meeting. The record
date for the warrant consent solicitation will also be the close of
business on July 7, 2008.
In addition to approval by Marathon stockholders and
warrantholders, the merger is subject to satisfaction of all other
closing conditions (including SEC clearance).
A list of stockholders entitled to vote at the special meeting
will be open to the examination of any stockholder, for any purpose
germane to the meeting, during regular business hours for a period
of ten calendar days before the special meeting and at the time and
place of the special meeting during the duration of such
meeting.
About Marathon
Marathon Acquisition Corp. is a "blank check" company formed to
acquire, through a merger, capital stock exchange, asset
acquisition or similar business combination, one or more
businesses. In August 2006, Marathon through its initial public
offering raised net of fees and expenses, approximately $308.8
million which included $5.5 million in a private placement of
sponsor warrants that were deposited into a trust account. Marathon
has dedicated its time since the initial public offering to seeking
and evaluating business combination opportunities.
About Global Ship Lease
Global Ship Lease is a rapidly growing containership charter
owner and is currently a subsidiary of CMA CGM of France, the
world's third largest container shipping company. Incorporated in
the Marshall Islands, Global Ship Lease commenced operations in
December 2007 with a business of owning and chartering out
containerships under long-term, fixed rate charters to container
liner companies. Global Ship Lease currently owns 12 vessels and
has contracts in place to purchase an additional five vessels for
$437 million from CMA CGM. Once all of the contracted vessels have
been delivered, Global Ship Lease will have a fleet of 17
containerships, with total capacity of 66,297 TEU and a weighted
average age of 5.5 years. All of the contracted vessels are under
long-term charters to CMA CGM with an average remaining charter
term of approximately 11 years generating revenue of $1.7
billion.
Important Legal Information
In connection with the its previously announced merger with
Global Ship Lease and the required stockholder approval and
warrantholder consent, Marathon has filed with the U.S. Securities
and Exchange Commission (i) a Registration Statement on Form F-4
containing a preliminary joint proxy statement/prospectus and (ii)
other documents regarding the proposed transaction. When completed,
the definitive joint proxy statement/prospectus and a form of proxy
will be mailed to the stockholders and warrantholders of Marathon,
seeking their approval of the transaction. Before making any voting
decision, Marathon's stockholders are urged to read the joint proxy
statement/prospectus regarding the merger carefully and in its
entirety because it contains important information about the
proposed merger. Marathon's stockholders and warrantholders may
obtain, without charge, a copy of the preliminary joint proxy
statement/prospectus and other relevant documents filed with the
U.S. Securities and Exchange Commission from the Commission's
website at http://www.sec.gov. Marathon's stockholders and
warrantholders may also obtain, without charge, a copy of the
preliminary joint proxy statement/prospectus, and the definitive
joint proxy statement/prospectus when it becomes available, and
other relevant documents by directing a request by mail to Michael
Gross at Marathon Acquisition Corp., 500 Park Avenue, 5th Floor,
New York, New York 10022 or by telephone at (212) 993-1670.
Marathon and its directors and officers may be deemed to be
participants in the solicitation of proxies from Marathon's
stockholders with respect to the proposed merger. Information about
Marathon's directors and executive officers and their ownership of
Marathon's common stock is set forth in Marathon's annual report on
Form 10-K for the fiscal year ended December 31, 2007. Stockholders
may obtain additional information regarding the interests of
Marathon and its directors and executive officers in the merger,
which may be different than those of Marathon's stockholders
generally, by reading the preliminary joint proxy
statement/prospectus, and the definitive joint proxy
statement/prospectus when it becomes available, and other relevant
documents regarding the proposed merger.
Safe Harbor Statement
This communication contains forward-looking statements.
Forward-looking statements provide Marathon's current expectations
or forecasts of future events. Forward-looking statements include
statements about Marathon's expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are
not historical facts. Words or phrases such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may,"
"ongoing," "plan," "potential," "predict," "project," "will," or
similar words or phrases, or the negatives of those words or
phrases, may identify forward-looking statements, but the absence
of these words does not necessarily mean that a statement is not
forward-looking. Forward-looking statements are subject to known
and unknown risks and uncertainties and are based on potentially
inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking
statements. The risks and uncertainties include, but are not
limited to:
-- future operating or financial results;
-- expectations regarding the strength of the future growth of the
shipping industry, including the rate of annual demand growth in the
international containership industry;
-- future payments of dividends and the availability of cash for payment
of dividends;
-- Global Ship Lease's expectations relating to dividend payments and
forecasts of its ability to make such payments;
-- future acquisitions, business strategy and expected capital spending;
-- operating expenses, availability of crew, number of off-hire days,
drydocking (beyond the disclosed reserve), survey requirements and
insurance costs;
-- general market conditions and shipping industry trends, including
charter rates and factors affecting supply and demand;
-- Global Ship Lease's ability to repay its credit facility and operate
using the available funds under its credit facility;
-- assumptions regarding interest rates and inflation;
-- change in the rate of growth of global and various regional economies;
-- risks incidental to vessel operation, including discharge of
pollutants and vessel collisions;
-- Global Ship Lease's financial condition and liquidity, including its
ability to obtain additional financing in the future (from warrant
exercises or outside sources) to fund capital expenditures, acquisitions
and other general corporate activities;
-- estimated future capital expenditures needed to preserve Global Ship
Lease's capital base;
-- ability to effect an acquisition and to meet target returns;
-- Global Ship Lease's expectations about the availability of ships to
purchase, the time that it may take to construct new ships, or the useful
lives of its ships;
-- Global Ship Lease's continued ability to enter into long-term, fixed-
rate charters;
-- Global Ship Lease's ability to capitalize on its management team's and
board of directors' relationships and reputations in the containership
industry to its advantage;
-- changes in governmental and classification societies' rules and
regulations or actions taken by regulatory authorities;
-- expectations about the availability of insurance on commercially
reasonable terms;
-- unanticipated changes in laws and regulations;
-- potential liability from future litigation; and
-- other factors discussed in the section entitled "Risk Factors" in the
preliminary joint proxy statement/prospectus.
Marathon's actual results could differ materially from those
anticipated in forward-looking statements for many reasons,
including the factors described in "Risk Factors" in the
preliminary joint proxy statement/prospectus. Accordingly, you
should not unduly rely on these forward-looking statements, which
speak only as of the date of this communication. Marathon
undertakes no obligation to publicly revise any forward-looking
statement to reflect circumstances or events after the date of this
communication or to reflect the occurrence of unanticipated events.
You should, however, review the factors and risks Marathon
describes in the reports it will file from time to time with the
Securities and Exchange Commission after the date of this
communication.
Media Contact: Michael Cimini The IGB Group 212-477-8261
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