Management and Commentary
Upon closing of the Acquisition, Nautilus expects to conduct business as Nautilus Energy Services and will be led by Mr. Prokopios (Akis) Tsirigakis, who will be Nautilus' Chairman, President and Co-Chief Executive Officer, and Mr. George Syllantavos, who will be Nautilus' Co-Chief Executive Officer and Chief Financial Officer.
Mr. Akis Tsirigakis, Co-CEO of Nautilus stated "We are very pleased to announce this transaction and the entry of Nautilus into the maritime energy services sector, a traditionally high barrier of entry market, albeit a very attractive one and with great potential for many years to come. Assetplus' fleet of newly-built, high specification vessels with long period charter coverage to an oil major like Petrobras will allow us to build the quality company we envisage and implement a growth, the first steps of which are already in place. Having entered this quite fragmented sector, we aspire to building a company with a focus in the creation of shareholder value. Our investors who wish to remain shareholders in Nautilus should refrain from tendering their shares for redemption."
Mr. George Syllantavos, Co-CEO of Nautilus added "The long term charters we are acquiring allow for visible, predictable cash flows with a leading charter counterparty. Through this transaction, we are able to create a platform company which can serve as the foundation for growth within the exciting offshore supply vessel sector. Growth will initially come through the two additional OSRV contracts with Petrobras that we are acquiring as part of this transaction which form the basis for very accretive add-on acquisitions. We strongly believe that we are presenting investors with a value enhancing transaction in the dynamic energy services sector. As such, we urge our investors to not tender their shares in the Tender Offer."
Overview of Assetplus
Assetplus is a Cyprus company organized on August 10, 2012 with subsidiaries holding: (i) two PSVs, namely, the Vega Crusader and Vega Corona and (ii) two OSRVs, namely the Vega Juniz and Vega Emtoli. Each of the Vega Crusader, Vega Corona, and Vega Juniz has already been delivered to Assetplus. Assetplus expects to take delivery and ownership of the Vega Emtoli during December 2012.
Through its subsidiaries, Assetplus also controls six binding time charter contracts with Petrobras for two PSVs and four OSRVs, each having 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.
As a result of the terms of its agreement with the Sellers, Nautilus expects to be able to facilitate the acquisition of Assetplus without utilizing proceeds held in Nautilus' trust account at the closing of the Acquisition.
Following the closing of the Acquisition, Nautilus intends to use the proceeds from its trust account to acquire two additional OSRVs (currently under negotiation to be acquired for an aggregate value of approximately $34.0 million) to service the remaining two time charter agreements Assetplus has with Petrobras. Nautilus anticipates acquiring each of these vessels with approximately (for each vessel) $6 million of cash proceeds from its trust account and approximately $11 million (65% gearing) in a to-be-secured debt facility.
The remaining cash from Nautilus' trust account after the Tender Offer, the Acquisition and the acquisition of these 2 additional OSRVs is expected to be used for further vessel acquisitions and working capital.
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