Navios Maritime Containers L.P. Announces Approval of the Merger with Navios Maritime Partners L.P.
March 24 2021 - 8:07AM
Navios Maritime Containers L.P. (“Navios Containers”) (NASDAQ:NMCI)
announced that at its Special Meeting of Limited Partners held
earlier today in Monaco, the Navios Containers common unit holders
approved the merger (the “Merger”) contemplated by the previously
announced Agreement and Plan of Merger, (the “Merger Agreement”),
dated December 31, 2020, by and among Navios Maritime Partners
L.P. (“Navios Partners”), its direct wholly-owned subsidiary NMM
Merger Sub LLC (“Merger Sub”), Navios Containers and its general
partner, Navios Maritime Containers GP LLC. Pursuant to the Merger
Agreement, Merger Sub will be merged with and into Navios
Containers, with Navios Containers being a wholly-owned subsidiary
of Navios Partners.
Pursuant to the terms of the Merger Agreement,
at the effective time of the Merger, which is expected to be March
31, 2021, each outstanding common unit representing limited partner
interests in Navios Containers that is held by a common unit
holder, other than Navios Partners, Navios Containers and their
respective subsidiaries (the “Public Unitholders”), will be
cancelled and automatically converted into the right to receive
0.39 of a common unit representing limited partner interests in
Navios Partners.
Based on the March 23, 2021 closing price of
Navios Partners, this exchange ratio would provide Public
Unitholders with consideration of $9.65 per common unit of Navios
Containers, representing a premium of 346.9% to Navios Containers’
closing price on November 13, 2020, the last trading day before
Navios Partners announced its proposal to acquire all publicly held
common units of Navios Containers, and a premium of 135.4% to
Navios Containers’ closing price as of December 31, 2020, the last
trading day before announcement of the Merger Agreement.
The assets and liabilities and results of
operations of Navios Containers will be included in Navios
Partners’ consolidated results of operations from and only for
periods subsequent to the effective time of the Merger. Following
the Merger, Navios Containers will no longer be a publicly traded
or publicly reporting company.
Latham & Watkins LLP acted as legal advisor
and Pareto Securities AS acted as financial advisor to the
Conflicts Committee of Navios Containers. Thomson Hine LLP acted as
legal advisor to Navios Containers. Fried, Frank, Harris, Shriver
& Jacobson LLP acted as legal advisor and S. Goldman
Advisors LLC acted as financial advisor to Navios
Partners.
About Navios Maritime Containers
L.P.
Navios Maritime Containers L.P. is a
growth-oriented international owner and operator of containerships.
For more information, please visit our website at
www.navios-containers.com.
Advisory on Forward-Looking Information
and Statements
This 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. The
words “believe,” “anticipate,” “intends,” “estimate,” “forecast,”
“project,” “plan,” “potential,” “may,” “should,” “expect” “pending”
and similar expressions identify forward-looking statements. Such
statements are based upon various assumptions, many of which are
based, in turn, upon further assumptions, including without
limitation, our management's examination of historical operating
trends, data contained in our records and other data available from
third parties. Although we believe 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 our control, we
cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections. In addition, there is
uncertainty about the spread of the COVID-19 virus and the impact
it may have on the Company’s operations, the demand for the
Company’s services, products, global supply chains and economic
activity in general. Many factors could cause actual results to
differ materially from the statements made, including those risks
described from time to time in filings made by the Company with the
Securities and Exchange Commission. The Company encourages you to
review other factors that may affect its future results in the
Company’s registration statement and in its other filings with the
Securities and Exchange Commission. Statements contained in this
current press release regarding past trends or activities should
not be taken as a representation that such trends or activities
will continue in the future. The Company does not assume any
obligation to update these forward-looking statements, other than
as required by law.
Contact:Navios Maritime
Containers
L.P.+1.212.906.8648investors@navios-containers.com
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