Conference Call details:
Nautilus' management team will host a conference call to discuss the transaction on Tuesday, December 11, 2012 at 11a.m., New York Time.
Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK) or +(44) (0) 1452 542 301 (from outside the US). Please quote "Nautilus."
A replay of the conference call will be available until December 18, 2012. The United States replay number is 1(866) 247-4222; from the UK 0(800) 953-1533; the standard international replay number is (+44) (0) 1452 550 000 and the access code required for the replay is 79304419#.
Slides and audio webcast:
There will also be a simultaneous live webcast over the Internet, through the Nautilus website (www.nautilusacquisition.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.
Advisors and Counsel
Maxim Group LLC and Seaborne Capital Advisors LLC are acting as financial advisors to Nautilus in connection with the proposed transaction. Ellenoff Grossman & Schole LLP is acting as U.S. securities and transaction counsel to Nautilus.
Nautilus was formed in November 2010 pursuant to the laws of the Republic of the Marshall Islands for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets. A registration statement for Nautilus' initial public offering (the "IPO") was declared effective on July 14, 2011. It consummated its IPO on July 20, 2011 and received gross proceeds of $48,000,000. Nautilus issued an aggregate of 4,800,000 Units in the IPO. Each Unit consisted of one Common Share and one warrant. Each warrant entitles the holder to purchase from Nautilus one Common Share at an exercise price of $11.50 per share. Prior to the consummation of the IPO, Nautilus completed a private placement of an aggregate of 3,108,000 Warrants to certain insiders, generating gross proceeds of $2,331,000. A total of $48,480,000 of the net proceeds from the IPO and the private placement were placed in a Trust Account established for the benefit of Nautilus' public shareholders.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements in this release and in presentations by Nautilus' management relating to the matters described herein are or may constitute "forward-looking statements." Words such as "believe," "expect," "anticipate," "project," "target," "optimistic," "intend," "aim," "will" or similar expressions are intended to identify forward-looking statements. Forward-looking statements relating to the proposed Acquisition and Tender Offer (as well as Nautilus' post-closing activities) include, but are not limited to: (i) statements about the benefits of the Acquisition involving Nautilus and Assetplus, including future financial and operating results; (ii) Nautilus' and Assetplus' plans, objectives, expectations and intentions (including with respect to future vessel acquisitions and the use of proceeds from Nautilus' trust account); (iii) the expected timing of completion of the Acquisition and the Tender Offer; and (iv) other statements relating to the Acquisition, the Tender Offer and Nautilus' post-closing activities that are not historical facts. Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties. Actual results could differ materially if not substantially from those described in the forward-looking statements.
Important risks and other factors could cause actual results to differ materially from those indicated by such forward-looking statements. With respect to the Acquisition, the Tender Offer and Nautilus' post-closing activities, such risks and uncertainties include, among many others: (i) the risk associated with Nautilus' Tender Offer (including uncertainty regarding the number of shareholders who may tender their Common Shares); (ii) the risk that the business and assets of Assetplus will not be properly integrated into Nautilus; (iii) the risk that the benefits to Nautilus and its stockholders anticipated from acquisition by Nautilus of Assetplus may not be fully realized or may take longer to realize than expected; (iv) the risk that any projections, including earnings, revenues, expenses, synergies, margins or any other financial items are not realized, (v) the risks associated with the current concentration of Assetplus' business with one customer, Petrobras; (vi) the potential for reductions in industry profit margins due to, among other factors, declining charter rates; (vii) the inability of Nautilus to expand and diversify the business of Assetplus; (viii) changing interpretations of generally accepted accounting principles; (ix) Nautilus' continued compliance with government regulations; changing legislation and regulatory environments; (x) the ability of Nautilus to meet the Nasdaq's continued listing standards; (xi) the potential for lower return on investment by Nautilus on its investments in vessel assets; (xii) the inability of Nautilus to manage growth; (xiii) requirements or changes affecting the shipping and maritime industry; (xiv) the general volatility of market prices of the Nautilus' securities and general economic conditions; (xv) Nautilus' ability to implement new strategies and react to changing market conditions; (xvi) risks associated with operating (including environmental) hazards; (xvii) risks associated with competition; (xviii) risks associated with the loss of key personnel; or (xix) any of the factors in detailed in the "Risk Factors" section of Nautilus' filings with the SEC.
The foregoing listing of risks is no exhaustive. These risks, as well as other risks associated with the Acquisition and the Tender Offer, will be more fully discussed in Nautilus' Schedule TO being filed with the SEC in connection with the Tender Offer. Additional risks and uncertainties are identified and discussed in Nautilus' reports filed or to be filed with the SEC and available at the SEC's website at http://www.sec.gov. Forward-looking statements included in this press release speak only as of the date of this press release. Nautilus undertakes and assumes no obligation, and do not intend, to update Nautilus' forward-looking statements, except as required by law.
Prokopios "Akis" Tsirigakis
Nautilus Marine Acquisition Corp.
+30 210 876-4750
Investor Relations Contact:
Investor Relations Advisor
Capital Link, Inc.
230 Park Avenue - Suite 1536
New York, N.Y. 10169
Tel. (212) 661-7566
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