Navios Midstream, an owner and operator of tanker vessels, announced that its board of directors has received a proposal from Navios Acquisition pursuant to which Navios Acquisition would acquire the publicly held shares of Navios Midstream not already owned by Navios Acquisition in a stock for units exchange.
Subject to negotiation and execution of a definitive agreement, Navios Acquisition is proposing consideration of 6.292 Navios Acquisition shares for each outstanding publicly held unit of Navios Midstream as part of a transaction that would be structured as a merger of Navios Midstream with Navios Acquisition. The proposed consideration represents a value of $3.838 per common unit of Navios Midstream based on the closing price of Navios Acquisition’s shares as of June 28, 2018. The proposed transaction is expected to be a tax-free exchange to Navios Midstream’s unit holders for US federal income tax purposes.
The proposed transaction is subject to the negotiation and execution of a definitive agreement, approval of the board of directors of Navios Acquisition and the necessary approvals of the conflicts committee of Navios Midstream under Navios Midstream’s limited partnership agreement. The consummation of the proposed transaction would be subject to customary closing conditions. There can be no assurance that any such approvals will be forthcoming, that a definitive agreement will be executed, or that any transaction will be consummated.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. This communication is not a substitute for any documents that may be filed with the SEC or sent to equity holders in connection with the proposed transaction. Equity holders are urged to read those documents, which will contain important information.