International law firm Norton Rose LLP advised Quintana Maritime Limited (Quintana) on its acquisition by Excel Maritime Carriers Ltd. (Excel) for a combination of cash and stock. This represents the conclusion of Quintana’s review of strategic alternatives for further enhancing shareholder value and follows on from the process conducted by Quintana’s Board of Directors to solicit and negotiate proposals for the sale of Quintana.
If Excel’s average closing price during the 15 trading pay period ending before the effective date of the merger is above US$45.00 per share, the number of Excel shares will be adjusted so that the total value delivery per Quintana share including cash is US$31.38. 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 total transaction value will be approximately US$2.45 billion (based on Excel’s closing price of US$33.00), including assumed net debt and other costs. In addition, Quintana will nominate three directors, Hans Mende, Corbin Robertson III and Paul Cornell, who will serve on Excel’s Board of Directors. The transaction is subject to customary closing conditions, including the receipt of financing, approval of Quintana’s stockholders and receipt of regulatory approvals.
The merger creates one of the largest publicly traded dry bulk companies measured by deadweight tons having one of the youngest fleets. The combined company has a fleet of 47 vessels totalling 3.7 million deadweight tons growing in early 2010 when the size of the fleet of the merged entity is expected to increase to 55 vessels totalling 5.2 million deadweight tons after the addition of 8 Capesize vessels.
Stamatis Molaris, the Chief Executive Officer of Quintana and of the merged entity, commented on the transaction:
“I am excited to have the opportunity to lead this new company and participate in the further consolidation of our industry. This is a transformational transaction and I am also grateful to Norton Rose LLP for assisting Quintana to bring it to a successful completion through their hard work, dedication and unparalleled knowledge of the shipping transportation industry. Once again it shows that in such kind of transactions it pays off for management to instruct high quality international lawyers with in-depth knowledge of the shipping industry.”
The Norton Rose LLP team, which advised Quintana in conjunction with Morgan, Lewis & Bochius LLP, was led by Dimitri Sofianopoulos, and assisted by Kyriakos Spoullos, Theocharis Almpanidis and Ureshnie Papanastasiou. Specialist shipping litigation advice was provided by partner Marie Kelly who was assisted by Elisavet Papoutsi.
Citigroup Inc. provided financial advice to Quintana.
For further information please contact:
Dimitris Sofianopoulos, International Manager Partner - Greece
Christina Nomikou, public relations