Aegean Marine Petroleum Network Inc. announced that it has entered into a definitive agreement to acquire all of the outstanding share capital of H.E.C. Europe Limited (“H.E.C.”), the parent company of Hellenic Environmental Center S.A. and a group of companies that together provide global port reception facilities services (the “HEC Group”), from the shareholders of H.E.C. (the “Sellers”), for aggregate consideration of approximately $367 million, including the assumption of certain indebtedness, which consideration is payable in the form of a combination of debt, the assignment of certain accounts receivables, cash (determined in accordance with the definitive agreement) and shares of Aegean common stock (the “Consideration Shares”), which will represent approximately 33% of the issued and outstanding common stock of Aegean after giving effect to the issuance.
The Sellers are companies owned and controlled by Dimitris Melisanidis (Aegean’s founder and former Head of Corporate Development) and certain members of his family, and members of the Agiostratitis family (collectively, the “Seller Owners”). Aegean expects the acquisition, which results from several months of negotiations, to be immediately accretive to adjusted earnings per share in year one.
The acquisition was unanimously approved by the Aegean Board upon the recommendation of a special committee of independent directors (the “Special Independent Committee”). In making its recommendation, the Special Independent Committee consulted with its independent financial advisor, Clarksons Platou Securities, Inc. (“Clarksons Platou Securities”) and outside legal counsel. The acquisition does not require the approval of Aegean’s shareholders.
Highlights of the Acquisition:
- Significant Synergy Potential: The combined company has the potential to achieve significant synergies through repurposing/redeploying idle or underutilized Aegean vessels and consolidating corporate facilities.
- Improved Utilization of Geographic Footprint: The HEC Group can leverage Aegean’s existing team and port relationships to expedite its market penetration. The expanded geographic footprint will allow the HEC Group to sell its services into more than 30 markets worldwide.
- Attractive, “Utility-Like” Business Model: The transaction is expected to help diversify Aegean’s current business model and reduce its dependency on bunker-market related sales. HEC Group’s high-margin and recurring revenues, which are secured by long-term significant port relationships, are expected to further improve stability of cash flows of the combined company.
- Entry into an Exciting and Untapped Market: The combination of the HEC Group and Aegean creates one of the largest providers of port reception facility services and establishes a committed market leader in the rapidly growing global environmental market. Environmental regulatory trends in the industry are expected to generate increased and sustainable demand for HEC Group’s services.
- Increased Long-Term Customer Base: Customers from both companies will benefit from the complementary services that the HEC Group and Aegean can provide. Through this combination, there will be significant marketing opportunities.
- Significant Upside Growth Potential: In addition to strong organic growth, the HEC Group’s identified acquisitions and geographic expansion projects provide immediate and actionable growth opportunities. Aegean believes that the HEC Group can be a global industry leader with significant growth in EBITDA over time.
- Financial Impact: Aegean expects the acquisition to be immediately accretive to adjusted EPS in year one. Post-closing of the transaction, expected additional 2018E Revenues will amount to approximately $60-65 million and 2018E EBITDA will amount to approximately $35-40 million, which assumes timely closing of the transaction and completion of targeted acquisitions in 2018.
Yiannis Papanicolaou, Chairman of the Board of Directors of Aegean, stated, “For the past several quarters, the Board and senior management have contemplated strategic options for Aegean reflecting the prospects of the traditional bunkering business, the challenges associated with the transition towards a market with a different product mix and the ever-growing needs of the shipping industry for greener products and services. The acquisition of H.E.C., a world leader in its field, is our first decisive step in the direction of combining higher profitability for our shareholders with environmental sustainability and social accountability. Our next priority is the elaboration of a roadmap to operate successfully within the new landscape post-2020 IMO regulatory changes and beyond.”
Jonathan McIlroy, Aegean’s President, commented, “I want to welcome Darren and the H.E.C. team to the Aegean family. The acquisition of H.E.C. enables Aegean to pursue a complementary high margin business with global growth opportunities, while simultaneously enabling the group to continue the optimization of its global asset base and infrastructure. The combination of these two companies creates a leading service provider to the maritime industry that not only supplies the fuel that enables world trade, but now with H.E.C., cares for the waste created by that trade and in doing so, safeguards our environment.”
Dimitris Melisanidis, founder of both Aegean and H.E.C., stated, “The combination of Aegean and H.E.C., two companies that I have been involved with since their creation, unites two businesses that are essential to shipping. Just as Aegean has grown to become a worldwide brand synonymous with high quality physical supply of bunker fuels, H.E.C.’s business has the opportunity to expand globally, and become the market leader in the provision of essential environmental services to vessels and ports. I am happy to return as part of the group that will be the largest shareholder of the combined company as we focus on improving the overall health of the combined business and commit ourselves to a greener world.”
Darren Laguea, Group CEO of H.E.C. Europe Limited, said, “I have spent my entire career working in the bunkering industry and port reception facility services. Our team at H.E.C. is extremely excited to be joining Aegean’s global network. We believe there are significant synergies to be gained through the cooperation of our two companies and see exciting growth prospects in our future.”
Subject to the closing of the acquisition, Aegean, the Sellers and the Seller Owners have agreed to enter into an investor rights agreement, pursuant to which, among other things:
- the Sellers will agree not to sell, transfer or assign the Consideration Shares for a period of at least one year (subject to extension in certain circumstances) (the “Lock-up Period”);
- effective upon closing of the acquisition and for so long as the Sellers, the Seller Owners, and their controlled affiliates collectively beneficially own at least 25% of the issued and outstanding voting stock of Aegean, (i) the Sellers, acting unanimously, will have the right to designate two nominees for appointment or election to the board of directors of Aegean (the “Aegean Board”) and recommend one nominee (who shall be independent) for appointment or election to the Aegean Board; (ii) the Sellers, the Seller Owners and their controlled affiliates shall vote all Aegean shares beneficially owned by them in accordance with the recommendations of the Aegean Board with respect to the appointment and removal of directors; and (iii) the Sellers, the Seller Owners and their controlled affiliates shall not in the aggregate acquire beneficial ownership in excess of 40% of the issued and outstanding share capital of Aegean (subject to certain exceptions);
- Aegean will agree to register for resale the Consideration Shares upon request of the Sellers, subject to the expiration of the Lock-up Period; and
- the Sellers, the Seller Owners and their controlled affiliates will agree not to compete with the HEC Group for a period of 24 months.
In addition, Aegean expects to appoint one additional independent director to the Aegean Board, effective as of the closing of the acquisition, creating an eight member Board of Directors.
The four new board members expected to be appointed at the closing are Demetrios Diakolios (a new independent director to be appointed by Aegean’s existing board members), George Melisanidis and Darren Laguea (the two nominees expected to be designated by the Sellers) and Alexis Rodopoulos (an independent director expected to be nominated by the Sellers and acceptable to Aegean).
The closing of the acquisition is subject to the satisfaction or waiver of customary closing conditions.
The Company will hold a conference call on Wednesday, February 21, 2018 at 10:00 AM EST to discuss the transaction.