Tenders of Nautilus' Common Shares must be made prior to the Expiration Date, and may be withdrawn at any time prior to the Expiration Date. The Tender Offer is subject to conditions and other terms set forth in the Offer to Purchase and related Tender Offer materials, which are scheduled for distribution to Nautilus' shareholders beginning today.
In particular, the Tender Offer is conditioned on, among other things, Nautilus' reasonable judgment that the Acquisition is capable of being consummated contemporaneously with the Tender Offer. If Nautilus terminates the Tender Offer, it will not: (i) purchase any Common Shares pursuant to the Tender Offer or (ii) consummate the Acquisition with Assetplus.
Nautilus' board of directors has unanimously: (i) approved the making of the Tender Offer, (ii) declared the advisability of the Acquisition and approved the Share Purchase Agreement and the transactions contemplated by the Share Purchase Agreement, and (iii) determined that the Acquisition is in the best interests of Nautilus and its shareholders and if consummated would constitute Nautilus' initial business transaction pursuant to its articles of incorporation. If shareholders tender their Common Shares in the Offer, they will not be participating in the Acquisition because they will no longer hold such Common Shares in Nautilus, which will be the public holding company for the operations of Assetplus and its subsidiaries following the consummation of the Acquisition.
Morrow & Co., LLC is acting as the information agent for the Tender Offer, and the depositary therefor is American Stock Transfer & Trust Company. The Offer to Purchase, a letter of transmittal and related documents are being prepared for mailing today to Nautilus' shareholders of record and will be made available for distribution to beneficial owners of Nautilus' Common Shares as soon as practicable. For questions and information, please call the information agent toll free at (800) 662-5200 (banks and brokers call (203) 658-9400).
This announcement is for informational purposes only and does not constitute an offer to purchase nor a solicitation of an offer to sell Common Shares of Nautilus. The solicitation of offers to buy Common Shares of Nautilus will only be made pursuant to the Offer to Purchase, dated December 7, 2012 (as amended or supplemented), the Letter of Transmittal, and other related documents that Nautilus will send to its shareholders. The Tender Offer materials contain important information that should be read carefully before any decision is made with respect to the Tender Offer. Those materials are being distributed by Nautilus to Nautilus' shareholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC's website at www.sec.gov and from the information agent.
Nautilus intends to file other relevant materials with the SEC in connection with the proposed Acquisition and Tender Offer. The materials to be filed by Nautilus with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. Shareholders also will be able to obtain free copies of the documents filed with the SEC from Nautilus by directing a request to: Nautilus Marine Acquisition Corp., 90 Kifissias Avenue, Maroussi 15125, Athens, Greece. Additionally, all documents filed with the SEC can be found on Nautilus' website, www.nautilusacquisition.com.
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