Seanergy Maritime Holdings Corp. Enters Into Letters of Intent to Acquire All Remaining Minority Stakes in Its BET and MCS Subsi
August 27 2010 - 9:00AM
Marketwired
Seanergy Maritime Holdings Corp. (the "Company") (NASDAQ: SHIP)
(NASDAQ: SHIPW) announced today that it has entered into letters of
intent for the acquisition of the remaining ownership percentages
in each of Bulk Energy Transport (Holdings) Limited ("BET") and
Maritime Capital Shipping Limited ("MCS"). The Company acquired a
50% interest in BET in August 2009 and a 51% interest in MCS in May
2010.
Pursuant to the letter of intent with Mineral Transport Holdings
Inc. (the "BET Seller"), the Company has agreed to acquire the
remaining 50% interest in BET owned by the BET Seller for a
purchase price of $33,000,000, which will be paid by the Company to
the BET Seller in the form of cash in the amount of $7,000,000 and
shares of the Company's common stock totaling to $26,000,000 at an
agreed price of $1.05 per share. The acquisition is subject to
final documentation expected to be entered into by the BET Seller
and the Company by September 15th, 2010, and is also subject to
lenders' approval and to approval by the Company's Board of
Directors.
Pursuant to the letter of intent with Maritime Capital Shipping
(Holdings) Limited (the "MCS Seller"), the Company has agreed to
acquire the remaining 49% interest in MCS owned by the MCS Seller
for a purchase price of $29,000,000, which will be paid by the
Company to the MCS Seller in the form of cash in the amount of
$3,000,000 and shares of the Company's common stock totaling to
$26,000,000 at an agreed price of $1.05 per share. The acquisition
is subject to final documentation expected to be entered into by
the MCS Seller and the Company by September 15th, 2010, and is also
subject to lenders' approval and to approval by the Company's Board
of Directors.
Both the BET Seller and the MCS Seller are related to the
Company. The shares of the Company's common stock forming part of
the BET and the MCS purchase price will be issued to four entities
affiliated with members of the Restis family.
Following the acquisitions, the Company will own a fleet of 20
dry bulk vessels with a combined cargo-carrying capacity of
approximately 1,292,544 dwt and an average fleet age of 12.8 years,
comprising of four Capesize, three Panamax, two Supramax, one
Handymax and ten Handysize dry bulk carriers.
The Chairman and CEO of the Company, Dale
Ploughman, commented as follows: "I am pleased to announce the
achievement of another transformational milestone in the
development of Seanergy. The deal to acquire all minority stakes in
both BET and MCS was agreed at a premium of 14% on the share price
based on the closing price of $0.92 on August 25th. This
transaction generates several benefits to our Company. It
simplifies our balance sheet and ownership structure, expands our
revenue and profit generation capacity and is accretive to earnings
per share. By issuing new shares at a premium, we avoided dilution
and the significant cost usually associated with capital raising.
Furthermore, the fact that the sellers of the minority stakes will
exchange them for shares of Seanergy and at a premium tangibly
indicates their confidence in the future prospects on our Company.
In the short period of less than two years as a publicly traded
company, we have more than tripled our fleet from six to 20
vessels, quadrupled our deadweight tonnage, enhanced our fleet's
operational versatility without sacrificing the strength of our
balance sheet and achieved a charter portfolio that generates
sizeable and stable cash flows with significant upside potential.
We will continue our strategy of seeking accretive growth
opportunities to further enhance shareholder value for the long
term and build Seanergy into an industry leader."
About Seanergy Maritime Holdings Corp.
Seanergy Maritime Holdings Corp., the successor to Seanergy
Maritime Corp., is a Marshall Islands corporation with its
executive offices in Athens, Greece. The Company is engaged in the
transportation of dry bulk cargoes through the ownership and
operation of dry bulk carriers.
The Company's initial fleet comprised two Panamax, two Supramax,
one Handymax and one Handysize dry bulk carriers that Seanergy
purchased and took delivery of in the third and fourth quarters of
2008 from companies associated with members of the Restis family.
In August 2009, the Company acquired a controlling interest in Bulk
Energy Transport (Holdings) Limited, which owns four Capesize and
one Panamax dry bulk carriers. In May 2010, the Company acquired a
controlling interest in Maritime Capital Shipping Limited, which
owns nine Handysize dry bulk carriers.
The Company's current controlled fleet includes 20 drybulk
carriers (four Capesize, three Panamax, two Supramax and one
Handymax and ten Handysize vessels) with a total carrying capacity
of approximately 1,292,544 dwt and an average fleet age of 12.8
years.
The Company's common stock and warrants trade on the NASDAQ
Global Market under the symbols "SHIP" and "SHIP.W",
respectively.
Forward-Looking 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 the Company's growth strategy and
measures to implement such strategy. Words such as "expects,"
"intends," "plans," "believes," "anticipates," "hopes,"
"estimates," and variations of such words and similar expressions
are intended to identify forward-looking statements. Although the
Company believes 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, which are
inherently subject to significant uncertainties and contingencies,
many of which are beyond the control of the Company. 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 scope and
timing of Securities and Exchange Commission ("SEC") and other
regulatory agency review, competitive factors in the market in
which the Company operates; risks associated with operations
outside the United States; and other factors listed from time to
time in the Company's filings with the SEC. The Company's filings
can be obtained free of charge on the SEC's website at www.sec.gov.
The Company 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 the Company's
expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based.
For further information please contact: Seanergy
Maritime Holdings Corp. Dale Ploughman Chief Executive Officer
Christina Anagnostara Chief Financial Officer Tel: +30 210 9638461
E-mail: ir@seanergymaritime.com Investor Relations / Media
Capital Link, Inc. Paul Lampoutis 230 Park Avenue Suite 1536 New
York, NY 10169 Tel: (212) 661-7566 E-mail:
seanergy@capitallink.com
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