The Sellers will also be entitled to receive up to an aggregate of $6,315,040 worth of additional Common Shares (the "Earn-Out Payment") if Nautilus achieves consolidated EBITDA (defined as gross revenue minus commissions minus vessel operating expenses on an annualized basis) for the fiscal year ending December 31, 2013 for the initial 4-vessel fleet equal to or in excess of $18,000,000. The Earn-Out Payment is based on a per share price equal to the greater of: (i) the 45-day value weighted average price on the issuance date or (ii) $10.10 per share. The Earn-Out Payment will be made, if payable, within 30 days following the filing of Nautilus' Form 20-F annual report for fiscal year 2013.
Also, in the event that Assetplus acquires any of the two additional OSRVs currently under negotiation (Vega Jaanca and Vega Inruda), then the Sellers shall be entitled to receive up to an aggregate of $1,614,980 worth of additional Common Shares per acquired vessel if such vessels achieve certain agreed upon EBITDA thresholds for the year ending December 31, 2013.
The consummation of the Acquisition is conditioned upon (collectively, the "Acquisition Condition"), in addition to customary closing conditions, among other things: (i) the successful completion of the Tender Offer according to the terms of Nautilus' offer to purchase (the "Offer to Purchase") and related documents filed with the Securities and Exchange Commission (the "SEC") in connection with the Tender Offer, (ii) Assetplus, together with its subsidiaries, having outstanding principal indebtedness of not greater than $52,220,000, plus the principal amount of the Working Capital Facility, (iii) Nautilus delivering the Initial Stock Payment to the Sellers, (iv) Nautilus delivering the Put Shares to Mezzanine Financing and (v) Sellers having delivered their shares of Assetplus to Nautilus.
Commencement of Tender Offer
Nautilus also announced today the commencement of its Tender Offer as required by Nautilus' articles of incorporation, as amended, and as a condition to the Share Purchase Agreement. Pursuant to the Tender Offer, Nautilus is tendering for up to 4,137,300 of its Common Shares at a per share price of $10.10, net to the shareholders in cash, without interest. Shareholders are urged to obtain current market quotations for the Common Shares before deciding whether to tender their Common Shares.
Nautilus' board of directors recommends that existing shareholders not tender their Common Shares after they review Nautilus' Offer to Purchase which is being filed with the SEC and which will be distributed to shareholders.
If more than 4,137,300 Common Shares are validly tendered and not properly withdrawn, Nautilus may exercise, at any time and in its discretion, its right to, in accordance with the rules of the SEC, amend the Tender Offer to purchase up to an additional 2% of its outstanding Common Shares, or 120,000 Common Shares, without extending the Expiration Date, and thereby accept for payment all Common Shares which may be validly tendered in the Tender Offer (the "2% Amendment Right"). However, if more than 4,137,300 Common Shares are validly tendered and not properly withdrawn, and Nautilus does not exercise its 2% Amendment Right, or if Nautilus is unable to satisfy the Acquisition Condition, Nautilus may amend, terminate or extend the Tender Offer.
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