Navios Maritime Holdings Inc. Increases Exchange Offer Consideration & Extends Exchange Offer
- 38.0% Premium - Series G ADS Over
October 17, 2016 Closing Price - 36.2% Premium - Series H ADS Over
October 17, 2016 Closing Price - Exchange Offer - Extended Through
October 31, 2016
Amended Offer
The Company announced that it increased the exchange consideration to ADS holders and extended the expiration date of the Exchange Offer through
The amended terms of the Exchange Offer provide as follows:
Series G ADSs
- For shares of Series G ADS surrendered, the Company is offering:
$7.18 in cash and/or- 6.29 shares of Common Stock
- The revised consideration represents an increase of (1)
$1.33 per share in cash and (2) 1.52 of a share of Common Stock.
This Exchange Offer includes a premium of 38.0% to the closing price of the Series G ADS on
Series H ADSs
- For shares of Series H ADS surrendered, the Company is offering:
$7.06 in cash and/or- 6.19 shares of Common Stock
- This consideration represents an increase of (1)
$1.31 per share in cash and (2) 1.5 of a share in Common Stock.
This Exchange Offer includes a premium of 36.2% to the closing price of the Series H ADS on
Extension and Other Considerations
Holders may elect to tender any portion of their Series G ADSs or Series H ADSs for cash and any portion for Common Stock, provided that no more than 50% of the Series G ADSs, as a class, tendered will receive cash, and no more than 50% of Series H ADSs, as a class, tendered will receive cash. Any Series G ADSs or Series H ADSs tendered in excess of this limitation will be allocated shares of Common Stock instead.
If all conditions to the Exchange Offer are satisfied or waived, the Company will acquire all tendered Series G ADSs or Series H ADSs. However, only whole shares of Common Stock will be delivered. You will receive cash in lieu of any fraction of a share of Common Stock. If you have already tendered your ADSs in the Exchange Offer you do not need to take further action to receive the increased consideration.
The revised consideration represents a 35% premium to the volume weighted average price for cash and common stock exchanges, as consolidated and reported by
As of
Complete Terms and Conditions
The complete terms and conditions of the Exchange Offer is set forth in the offers to exchange and related letters of transmittal that are being sent to holders of the Series G ADSs and Series H ADSs.
Copies of the offer to exchange and letters of transmittal may also be obtained from the Information Agent:
Telephone: (888) 607-9252
E-mail: Navios@georgeson.com
Copies of the offer to exchange and letters of transmittal may be found on the Company's website at www.navios.com/exchangeoffer.
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY ANY OF THE EXISTING SERIES G ADSs OR SERIES H ADSs OR THE UNDERLYING PREFERRED STOCK NOR IS IT A SOLICITATION FOR ACCEPTANCE OF THE EXCHANGE OFFER. THE COMPANY IS MAKING THE EXCHANGE OFFER ONLY BY, AND PURSUANT TO THE TERMS OF, THE OFFER TO EXCHANGE AND THE LETTERS OF TRANSMITTAL. THE EXCHANGE OFFER ARE NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. NONE OF THE COMPANY, THE INFORMATION AGENT OR THE EXCHANGE AGENT FOR THE EXCHANGE OFFER MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFER. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.
About
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and expectations including with respect to the completion of the Exchange Offer. Although
Contact Exchange Offer Investor Relations +1 212 223 7009