ATHENS, GREECE -- (Marketwire) -- 12/07/12 -- Nautilus Marine Acquisition Corp. ("Nautilus") (NASDAQ: NMAR)
•Acquisition will not require trust account proceeds at closing due to backstopped transaction structure •Assetplus fleet has 4 newly-built offshore supply vessels, plus 2 under negotiation •Assetplus has 6 long period time charter contracts with the oil major Petrobras •Enables Nautilus to enter the maritime energy services sector, a high barrier of entry market •Trust proceeds expected to be utilized for fleet growth with a defined acquisition pipeline
Conference Call Scheduled for Tuesday, December 11, 2012 at 11 a.m., New York Time
Nautilus Marine Acquisition Corp. ("Nautilus") (NASDAQ: NMAR) announced today that it has entered into a definitive Share Purchase Agreement (the "Share Purchase Agreement") to acquire 100% of the equity of Assetplus Limited ("Assetplus") for aggregate consideration of approximately $86.5 million from Vega Resource Group AS and Oil and Gas Ships Investor Limited (collectively the "Sellers"), through which Assetplus will become a wholly owned subsidiary of Nautilus (the "Acquisition"). The Acquisition consideration is inclusive of assumed debt and anticipated cash on hand at closing, but excludes potential earn-out payments as described below.
The acquisition of Assetplus allows Nautilus to enter the maritime energy services sector. Assetplus controls an initial fleet of vessels consisting of two platform supply vessels ("PSVs") and two oil spill response vessels ("OSRVs"), all of which are intended to service offshore oil exploration and production installations. All of these vessels are newly built.
Assetplus also controls six binding time charter contracts with Brazilian oil major Petróleo Brasileiro S.A. ("Petrobras") for two PSVs and four OSRVs. These charters each have durations of four years plus an additional four optional years. Four of the six time charter agreements with Petrobras will be serviced by Assetplus' current fleet, and Nautilus has plans to obtain vessels to service two additional Petrobras charters.
Nautilus also announced today the commencement of its tender offer (the "Tender Offer") to purchase up to 4,137,300 shares of its common stock, par value $0.0001 per share (the "Common Shares") at a per-share price of $10.10. The Common Shares are currently listed on the Nasdaq Capital Market under the symbol "NMAR." On December 6, 2012, the last reported sale price of the Common Shares was $10.04 per share. The Tender Offer will expire at 11:59 p.m. New York City time on January 7, 2013, unless extended by Nautilus (the "Expiration Date").
Prior to this announcement, Nautilus has confidentially secured the agreement of the holders of more than 11% of the outstanding Common Shares issued in Nautilus' Initial Public Offering to not tender their shares in the Tender Offer or transfer their Common Shares during the Tender Offer period. These holders have received a post-closing right, exercisable for two business days following the 11th business day after the closing of the Tender Offer, to cause Nautilus to repurchase the subject shares at $10.30 per share.
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