
IRON MINER, one of Quintana's fleet
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Excel to acquire Quintana
Maritime
Combined fleets will total 47
vessels with an additional eight by 2010 ...
Excel Maritime Carriers Ltd and Quintana Maritime Limited jointly
announced today that Excel has agreed to acquire Quintana pursuant to
a definitive merger agreement whereby Quintana would become a wholly
owned subsidiary of Excel. Excel will pay $13.00 per share in cash per
share of Quintana common stock and 0.4084 shares of Excel Class A
common stock per share of Quintana common stock. In the event the
average closing price of Excel’s Class A common stock during the 15
trading day period ending before the effective date of the merger
exceeds $45 per share, this exchange ratio will be adjusted so that
the total value delivery per Quintana share including cash is $31.38,
unadjusted for dividend payments. Based on Excel’s closing price of
$33.00 as of January 28, 2008, and unadjusted for dividend payments,
the offer represents a total value of $26.48 per share, representing a
57% premium to Quintana’s January 28th closing price of $16.89 and a
34% premium to Quintana’s 30-day average price. In all cases, the
value of the Excel Class A common stock to be delivered per Quintana
share shall be reduced by the amount of any dividends paid by Quintana
in 2008 up to the closing of the merger. The merger agreement was
approved by the boards of directors of each company.
Stamatis Molaris, Chief Executive Officer and President of Quintana
commented, "This is a highly attractive offer for Quintana. By
capturing significant value in cash and retaining equity upside via
stock in the combined company, we believe that we are delivering the
ideal value combination to our shareholders."
TRANSFORMATIONAL TRANSACTION
The combined company will operate the fleet of 47 vessels with a total
carrying capacity of 3.7 million DWT. The size of the fleet is
expected to increase to 55 vessels with a total carrying capacity of
5.2 million DWT after the addition of 8 Capesize vessels which are
expected to be delivered by the end of 2010.
This is a transformational transaction for Excel as it is elevated to
a world class dry bulk shipping company with one of the largest and
youngest fleets in the industry. It also transforms its client base
with a list of blue chip customers including EDF Trading, BHP Billiton,
Bunge, Cargill, and Oldendorff. Excel will operate one of the largest
dry bulk fleets by DWT of any U.S. listed company, a combined 55
vessels, with almost 5.2 million DWT cargo carrying capacity and with
an average age of 8.1 years.
Gabriel Panayotides, the Chairman of the Board of Directors of Excel,
said “We are pleased to announce a combination with Quintana today. We
are creating one of the world’s premier dry bulk shipping companies.
This transaction is an important step towards achieving that goal.
Quintana offers an extremely attractive and young fleet, strong
relationships with its customers, and skilled and knowledgeable
management. Excel’s goal is to fully integrate Quintana’s fleet,
systems and management capability into our organization, providing our
customers with a large and diverse fleet to serve all their needs
efficiently. We welcome Stamatis to the role of Chief Executive
Officer and to our Board of Directors as well as Hans Mende, Corbin
Robertson III and Paul Cornell to our Board of Directors. We look
forward to working with them in order to build value for our existing
and new shareholders.”
Stamatis Molaris additionally commented: “I am excited to have the
opportunity to lead this new company and participate in the further
consolidation of our industry. The new company will provide our
customers with enhanced service and our shareholders with greater
productivity and profitability. The combined Company will have
sufficient scale and be one of the world’s largest dry bulk companies
by number of operated ships and DWT. I am anticipating that
shareholders will realize considerable synergy benefits due to
economies of scale and sophisticated management practices on
operational and technical aspects of the combined fleet. We anticipate
annual savings of between $15 million and $20 million.”
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